Ultimate Ben: The First Avenger
by Darkfanboy19
Summary: Fanmake of "Captain America: The First Avenger". During 1941, the world was at war with an alien race that Hitler now commands, and the army was in need of a super soldier to take them on. When an ordinary weak man named Ben Tennyson came along, he becomes that super soldier and stands as the beacon of hope to America to fight the invading aliens, including a more dangerous alien.
1. A Soldier Named Ben

**The fifth entry of the PPGD/MCU AU stories. The final chapter before the main event begins.**

**Please note that this story is an alternate history of World War II. Also I changed the names of specific characters so that they are no where being related.**

**I don't own anything.**

* * *

In the middle of a windy and stormy Arctic desert, a SHIELD hummer drives up the road. They pull over once the view was clear and saw a scientist wearing an large coat out in the cold. He waves to them as he came around and two SHIELD agents exit to greet him.

"Are you the guys from Washington?" The scientist asked.

"You get many other visitors out here?" The agent asked back.

The three then walk to the designated location.

"How long have you been on-site?" The other agent asked.

"Since this morning." The scientist replies. "A Russian oil team called it in about eighteen hours ago."

"How come nobody's spotted it before?" The second agent asked again.

"It's really not that surprising. This landscape is changing all the time. You got any idea what this thing is exactly?"

"I don't know, it's probably a weather balloon." The first agent suspects.

"I don't think so. You know, we don't have the equipment for a job like this." The scientist suspects.

"How long before we can start craning it out?" The second agent asked.

"I don't think you quite understand. You guys are gonna need one hell of a crane." The scientist said.

They both get clear of the snow and they see a giant alien-like spaceship lodged inside the ice. The scientist surround them with red lights to discover what it is. As they inspect it, the two SHIELD agents look on with shock and awe. The scientist wasn't kidding, it's a giant spaceship lodged inside the ice for god knows how long.

The SHIELD hummer then drills a hole into the ship using a high powered laser. Once they successful open the hole they lower themselves down inside using rope and proceed to investigate the remains.

"Base, we're inside." The agent said.

They look around the wreckage inside the ship while the other agent asked "What is this?" The agents see a broken computer board at the bow. They walk up to it and the agent nearly slips on the ice. "Careful." The other agent assured. The two agents continue shining their flash lights around the area while checking for signs of life. They then laid eyes on a pile of ice by the dashboard. The agent leans down to take a closer look and sees a bit of green inside it. The agent starts to wipe the snow of the ice and discovers something. "Lieutenant?" The agent called out to the other. He comes over to see what he found. "What is it?" He asked as the other agent while he looks with shock and he realizes what it is. "My God!" He said.

"Base. Get me a call to the colonel."

_"It's 3:00am, sir."_

"I don't care what time it is." He continues to stare at a shield with a '10' logo on it. "This one's waited long enough."

They continue to stare at the shield in shock.

* * *

**Ultimate Ben: The First Avenger**

**Chapter 1: A Soldier Named Ben**

_Tonsberg, Norway. March 1942._

In the city of Tonsberg, a man runs for dear life as explosions, gunshots and laser blasts are heard in the distance. The man runs for cover in a church and warns the priest as he comes down while the man barricades the door.

[They've come for it!] The man yelled.

[They have before.] The priest said.

The man barricaded the door and walks up to the priest in fear. [Not like this.]

[Let them come. They'll never find it.] He assured him.

The two then hear rumbling outside and everything in the house starts to shake. Once the rumbling had stop they look around for a moment but suddenly a big purple tank bursts through the barricade and brings the ceiling down, and the man is crushed by the debris while priest backs away from the dust. The tank rolls back out as the priest lift up the rock and finds that it crushed the man's head. The tank parks outside of the church while a black limo passes by and stops. The limo's bow had a squid logo on it. An alien exits the car, but not an ordinary alien. His boots were big his body is muscular and his face looks a bit deformed. Inside the church aliens with helmets on their heads, who call themselves the 'Space Nazis' push open a stone coffin while the commander yelled at them. "OPEN IT!" They try hard to but to no avail. "Quickly before he gets-" He hears footsteps and sees the muscular leader.

The priest who was being held against his will looks up at the leader as he walks down the debris.

"It has taken me a long time to find this place." He spoke with a grizzly tone while the other Space Nazis look to him. He walks up to the priest still on the ground. "You should be commended. Help him up."

The Nazis forces the priest up to his feet and stands before the leader. "I think that you are a man of great vision. And in this way we are much alike."

"I am nothing like you." The priest retorted.

"No, of course, but... what others see as superstition you and I know to be a science." The leader.

"What you seek here is just a legend."

"Then why make such an effort to conceal it?" The leader asked.

The leader then walked over to the coffin and hands one of the Nazis his hat. He stands in front of it and gives the coffin lid a great push with such immense strength. He looks down to see a body, decomposed of life and is holding a pale cube in its grasp. He reaches his hand out and pulls the cube out of its grasp. He then looks at it with his eyes.

"'The Tesseract' was the jewel of Princess Celestia's treasure room." He turns back to the priest and drops the cube from his hand and it shatters. The cube was a fake as he suspected. "It is not something one buries, but... I think it is... close, yes?" He asked the priest and he still refuses.

"I cannot help you."

"No... but maybe you can help your village. You must have some friends out there, some... some little grand children perhaps. I have no need for them to die." The leader told him and the tank aims its cannon at the village.

The priest then looks at the leader coldly as he turns and sees where he was looking at. A mural on the wall. He walks up to the mural. "Nice painting. The tree of the world. Guardian of wisdom, and fate as well." The leader walks close to it and tries to find a button or a switch. He then presses a button on a unicorn's eye and something opens. He pulls it in and finds a box. He grabs the box in his hands while the priest looks on in fear. The leader then opens the box and finds the cube, known as the Tesseract inside. The cube glows a bright blue light at his face and he looks at it in awe. "And Hitler digs for trinkets in the desert." He looks up at the priest and back at the cube. "You have never seen this, have you?"

"It's not for the eyes of ordinary men." The priest told him.

"Exactly." The leader says and looks up at the priest. "And I am no man at all." He closes the box and walks to his men. He gives the box to one of his soldiers. "Give the order to open fire."

"Go on, fool! You cannot control the power you hold. You will burn, you... alien!" The priest berated.

The leader smiles. "I already have." He gets out his blaster gun and shoots the priest in the chest, killing him as he drops. The leader, Vilgax, looked at his corpse as he fixes his face, while the Space Nazis destroy the entire village. The blood from the priest stains his coat and his badge.

* * *

Over in America, the city of Megaville.

Over at a recruitment block in Downtown Megaville, many men are being registered to fight in the great war.

"O'Connell, Micheal. Kaminsky, Henry." The instructor calls names of the soldiers while two guys read the newspapers.

"Boy, a lot of guys are getting killed over there." The guy asked the small guy.

"Tennyson, Ben." The small 19 year-old boy named Ben Tennyson, puts his newspaper down and comes up to the front desk.

"It kinda makes you think twice about enlisting, huh?." The man asked Ben.

"Nope." He replied and walked up to the instructor.

"Tennyson..." The instructor looked at Ben's records and then took a look at his physique. He doesn't look very strong and then he looked at his medical conditions. "What did your father die of?"

"Mustard gas." Ben told him. "He was in the 107th infantry. I was hoping I could be assigned."

"Mother?" The instructor asked again.

"She was a nurse in a TB ward. Got hit, couldn't shake it."

The instructor looked at his medical conditions which included; asthma, high blood pressure, heart trouble, and easy fatigability. The instructor looked back at Ben. "Sorry, son." He unregisters him.

"Look, just give me a chance." Ben pleaded calmly.

"You'd be eligible on your asthma alone." He told him.

"Is there anything you can do?" He asked.

"I'm doing it." The instructor gets a stamp. "I'm saving your life." He stamps on Ben's files with a 4F insignia. Meaning that Ben didn't get conscripted.

Ben looks down and sighs.

* * *

At a movie theater, Ben and other viewers watches a film reel about the war.

_"War continues to ravage Europe. But help is on the way. Every able-bodied young man is lined up to serve his country. Even little Timmy is doing his part; collecting scrap metal. Nice work, Timmy."_

"Who cares?!" Complained a man in the crowd and everyone looks to him, even Ben. "Play the movie already! Let's go!"

"Hey, you wanna show some respect?" Ben asked him and he doesn't listen.

_"Meanwhile, overseas, our brave boys are showing the Space Nazis that the price of freedom is never too high."_

"Let's go! Get on with it!" The man carelessly screams at the screen again, angering the viewers again. "C'mon! Just play the cartoon!"

Ben gets well enough annoyed and leans in to the guy. "Hey, you wanna shut up!?"

The guy then stands up, turns around and faces Ben who stare blankly at how big he is.

_"Together with our allies on the team, we will face a threat, no matter the size."_

Cut to the alley of the theatre, the angry man punches Ben's face and he falls onto some trash cans. The man is eagerly enjoying his suffering as Ben gets back up and gets punched again. Ben then grabs a trash can lid and act it like a shield, but the man grabs the lid, throws it away and punches Ben again, falling back down on the ground. He gets up again as he fixes his joints, preparing to fight back.

"You just don't know when to give up, do you?" The man asked.

"I can do this all day." Ben said.

Ben threw his fist out at him but he blocks and punches him back to the ground and lies flat.

"HEY!" Said a soldier in uniform as he grabs the man's arm and pulls him away from the alley. "Pick on someone your own size!"

The man, still in rage, throws another punch but the soldier dodges and punches his face and kicks his butt out. The man then runs out of the alley while the soldier walks up to the injured but unharmed Ben.

"You know, sometimes I think you like getting punched." He said to him as he recovers.

"I had him on the ropes." Ben said.

The soldier picks up Ben's registration papers off the ground. "How many times is this." He sees he's not qualified. "Oh, you're from Paramus now. You know it's illegal to lie on your enlistment form. And seriously, Jersey?"

Ben dusts himself and looks at the soldier. "You get your orders?"

"The 107th. Sergeant Kevin Levin, shipping out for England first thing tomorrow."

Ben looks down and sighs. "I should be going." Ben fixes his suit and looks at Kevin.

Ben and Kevin are childhood friends and Kevin puts his hand on his shoulder and laughs. "C'mon, man!"

They walk out of the alley. "It's my last night. We gotta get you cleaned up."

"Why? Where are we going?" Ben asked him.

Kevin hands him a newspaper article. "The future." He tells him.

Ben looks at the papers and see that an expo is happening tonight. 'World Exposition of Tomorrow'.

* * *

Over at the expo, Ben and Kevin walk through crowds of people as a rail train passes underneath them.

"I don't see what the problem is." Kevin asked. "You're about to be the last eligible man in Megaville. You know there's over two and a half million women here."

"Well I settle for just one." Ben said.

Kevin then waved at a couple of girls he arranged. "Good thing I took care of that."

"Hey, Kevin!" Called one of the girls and they walk to them.

Ben looks at the smirking Kevin. "What did you tell her about me?"

"Only the good stuff."

They walk with their girlfriends around the expo and see the kind of wonders that could happen in the future. _"Welcome to the Modern Marvels Pavilion at the 'World of Tomorrow'. A greater world. A better world."_

As they walk, they hear jazz music playing and the girls get excited. "Oh my Gosh!. It's starting!" They drag Kevin to the crown as Ben follows. They get up at the front to see a stage with a car and five ladies in top hats. The audience claps as Ben watches with Kevin.

_"Ladies and gentlemen, Miss Noreen Wakeman!"_

The audience applauses as the young woman in white hair and yellow dress, Nora Wakeman comes up to the stage and waves to the crowd. She takes off her hat and gives it to her male assistant. They then share a kiss and he and the ladies leave.

Nora wipes her mouth and talks to the audience. "Ladies and gentlemen, what if I told you that in just a few short years, your automobile won't even have to touch the ground at all?" The crowd gasps while Ben is hardly interested. The ladies and Nora's assistant take the wheels off the car. "With Wakeman Gravitic Reversion Technology, you'll be able to do just that." Nora then adjusts the control dashboard and the car levitates off the ground and hovers in mid-air, using hover jets as wheels. The crowd looks on in amusement.

"Holy cow." Kevin said.

The car continues levitating up as Nora stared at the crowd and smiles. But then, the jets malfunction and sparks fly out. The car crashes back down onto the stage while crowd gasps, but happily applauses. "I did say a few years didn't I?" Nora remarked and laughs as the crowd claps. While crowd continues to clap, Ben spots behind him another conscription sign and walks on over.

"Hey, Ben. What do you say we treat these girls..." Kevin looks back to see that Ben has walked away.

Ben walks inside in the building to find a recruitment bay. One man stood on a weighing pad that shows his face on the plastered poster, in the body of a soldier. His girlfriend laughs and pulls him away. "C'mon, soldier." Ben then walks up to the pad and the image only displayed half of his face in the soldier's body as he is short. Kevin then pats on Ben's shoulder to get his attention.

"C'mon, you're kinda missing the point of a double date. We're taking the girls dancing."

"You go ahead, I'll catch up with you." Ben said as he really wants to fight in the war and Kevin sees this.

"Are you really gonna do this again?" He asked seriously.

"Well, it's a fair. I'm gonna try my luck." Said Ben.

"As who, Ben from Idaho?" Kevin questioned. "Cause they'll catch you or worse, they'll actually take you."

Ben then talks out. "Look, I know you don't think I can do this..."

"This isn't school, Ben! It's a war! An alien war! Aliens we don't even know about! Aliens who are gonna enslave us! And you wanna go down as their execution victim?"

"No."

"Then what? It's a war, Ben!"

"I know it's a war!" Ben talked back.

"Then why are you so obsessed to fight?" Kevin asked angrily, just as an old man walked by and listened in on the conversation. "There are so many important jobs!"

"What do you want me to do? Just get down my knees and pick up scrap with my little red wagon?"

"Exactly!"

"I'm not gonna sit in a factory. Kevin!"

"Tennyson!"

"Kevin!" Ben called out loud. "Kevin. C'mon, there are men laying down their lives. I got no right to do any less than them. That's what you don't understand. This isn't about me." Ben talked as Kevin listened.

"Right. 'Cause you got nothing to prove." Kevin said and Ben looks at him with envy.

The old man who was listening looks at Ben with trust.

"Hey, Sarge!" The girls called out. "Are we going dancing?"

Kevin looks back. "Yes we are." He then takes one more look at Ben before he leaves. "Don't do anything stupid until I get back." As he begins to walk away.

"How can I? You're taking all of the stupid with you." Ben remarked and smiled.

Kevin then walks back to Ben as he smiles back. "You're a punk." He called him.

The two hug each other good-bye. "And you're a jerk." Ben called back. "Be careful."

Kevin then walks away back to the girls as Ben continues to look with thought.

"Don't win the war till I get there." Ben called out one last time.

Kevin looks back and salute Ben and goes back with the girls. "C'mon, girls. We're playing our song."

Ben continues to watch Kevin go off and he himself walks out of the room while ever thinking about getting to fight in the war. He passes by the old man who had just been listening in on their conversation. He smiles as he knows Ben is the perfect candidate.

* * *

Later on, Ben sat on a bed in a doctor's office, ready for his physical. A nurse then barges in and whispers in the doctor's ear. The doctor turns to Ben.

"Wait here."

"Is there a problem?" Ben asked.

"Just wait here."

And the doctor leaves Ben in the office. Ben then looks behind him to a message on the wall that reads 'It is illegal to falsify your enlistment form.' He fears that he might get arrested for trying to get in again. Just then a soldier entered the room and he stops for a moment. Just while things were looking down for him, the old man enters the room and thanks the soldier as he leaves his post and closes the curtains behind him. The old man stared at a confused Ben and looked at his document.

"So... you want to go overseas... kill some Nazis." The old man spoke with a thick German accent.

"Excuse me?" Ben asked in confusion.

The man introduces himself and walks up to Ben. "Dr. Abraham Erskine. I represent the Strategic Scientific Reserve." He shakes hands with the nervous Ben.

"Ben Tennyson." He says.

Dr. Erskine then lays his files on the table and looks at them.

"Where are you from?" Ben asked.

Erskine looks up and answers. "Queens. 73rd Street and Utopia Parkway." He takes his glasses off. "Before that, Germany. This troubles you?"

"No."

He looks at the files again. "Where are you from, Mr. Tennyson? Hm. Is it... New Haven? Or... Endsville... or... Paramus? Five exams in five separate cities."

"That may not be the right file." Ben says.

"No... it's not the exams that I'm interested, it's the five tries." Erskine said and he closes the file and walks up to Ben again. "But you haven't answered my question. Do you want to kill Space Nazis?"

Ben just stood there in a bit of confusion. "Is this a test?" He asked.

"Yes."

Ben looks around and admits. "I don't want to kill anyone. I just don't like bullies. Or aliens. I don't care where they're from."

"Well, there are already so many big men fighting this war... maybe what we need now is a little guy. Huh?" He then opens the curtains and walks to the desk. "I can offer you a chance... only a chance."

Ben walks up to him, knowing that he can actually get in this time. "I'll take it."

"Good." Erskine opens up an enlistment form on the desk. "So, where is the little guy from... actually?"

Erskine looks at Ben and he answers. "Bellwood."

Erskine then stamps his file and hands it to him. "Welcome aboard... soldier." He says before walking out of the room. Ben then opens his file and sees that he has an official enlistment form with an approval. Ben smiles and takes a breath knowing he is finally in the army.

* * *

Meanwhile, somewhere in Germany, high in the mountains. Is a large futuristic castle. Owned by the leader of the Space Nazi unit, HYDRA. His name is Vilgax. Inside the castle and in his lab, he walks up to his assistant, Aloysius Animo, who is checking up the specs and diagrams of the Tesseract.

"Are you ready, Dr. Animo?" He asked.

"My machine requires the most delicate calibration." Animo said as he studies up on the camera lens. "Forgive me if I seem overcautious."

Vilgax grabs a photograph while he talks. "Now, are you certain that those conductors of yours can withstand the energy surge long enough for transference?" He looks at the picture about the Equestria myth.

"With this artifact, I am certain of nothing." He turns to his master. "I fear it may not work at all." He tweaks his machine as Vilgax places the box with the Tesseract on the table.

Dr. Animo watches as Vilgax opens the box and the Tesseract glows so bright on his face. Animo then slaps on some black goggles as Vilgax uses a claw device to grab the Tesseract with. He then carries the object into a specialized container of the machine and locks it in. The machine reacts to the object and Animo turns on the power and tries to stabilize it. He turns the knob on his dashboard as the Tesseract slowly powers the machine.

"20%... 40..." The machine glows even more brighter as Vilgax waits. "60." Animo looks at the meter. "Stabilizing at 70%"

Vilgax grows impatient and goes over to the dashboard and pushes the doctor aside. "I have not come all this way for safety, doctor." He pushes the knob all the way and the machine glows even more greater as it vibrates.

But then, something triggers the device and blue sparks short out of the machine and blue electricity flows within the cords. Vilgax and Animo watches as this all transpires around their eyes. They hear a screaming sound from the blue energy flowing around the tech in the room and just then, a blue bolt strucks a device and the blue energy disappears. Vilgax and Animo look around in shock of what just happened.

"What was that?" Animo asked him as Vilgax stares at the blue glowing device behind him.

"I must congratulate you, Aloysius." He says just as Animo turns around and sees the blue device glow. "Your designs does not disappoint. Though they may require some slight reinforcement." Animo takes a good look at the glowing object.

"The exchange is stable. Amazing." Animo said in awe. "The energy we have just collected could power my designs. All of my designs." He takes his glasses off and looks on at this marvel. "This will change the war!" He exclaims in slight astonishment.

Vilgax stands next to him as he looks at the Tesseracts power within the machine. "Doctor Animo. This will change the world. This is will change... the UNIVERSE." Vilgax smirked with evil.

* * *

On the first day of basic training camp in the forests outside of Megaville, Ben and a few other soldiers are standing in formation and are awaiting orders.

"Recruits, attention!" Commanded a woman and the soldiers stand straight. "Gentlemen, I am Agent Juile Carter. I supervise all operations for this division." She said in an Asian accent.

"What's with the accent, Lady Asia?" One of the soldiers teased and Juile looks to him. "I thought I was signing up for the US army."

"What's your name, soldier?" She asked in a serious fashion.

"Cash Murray, Your Majesty."

"Step forward, Murray."

Cash does so and gives her a flirty look.

"Put your right foot forward." She commanded.

Cash does so again and looks at Julie. "Oooh... you gonna wrassle? 'Cause I got a few moves I know you'll like." He winks.

Juile offended, quickly throws a punch right at his face and he falls to the ground. Ben was amazed by her move.

"Agent Carter!" Called the colonel.

The colonel came and the Juile saluted him. "Colonel Max Philips."

"I can see that you're breaking in the candidates, good work." Said Colonel Max Philips. "Get your ass up out of that dirt and stand in that line at attention until somebody else comes in and tells you what to do."

"Yes, sir." Cash gets back up and stands tall.

Max looks around at the other soldiers and paces around them. "General Patton has said that wars are fought with weapons but they are won by men. We are going to win this war because we have the best...*spots Ben in the group* men..." He then looks over at Erskine who moves his eyes away. "And because they're gonna get better. Much better."

Ben looks nervous. And the soldiers get settled into their beds in the dormitory, while Max explains.

_"The Strategic Scientific Reserve is an Allied effort made up with the best minds in the free world."_

Ben gets his stuff out of his case while the other beginners play and joke around with each other. Later they take on the climbing course outside.

_"Our goal is to create the best army in history. But every army starts off with one man."_

Ben tries hard to get over the rope course but gets tangled up, trips and hangs upside down while his asthma goes off. The others and Cash laugh at him. "Tennyson! Get off of there!"

_"Again, this week. We will chose that man. He will be the first in a new breed of super soldiers. Super Alien Soldiers."_

While taking the crawling under barb wire course, Cash deliberately kicks the beam down and the barb wire lands on top of Ben. Causing him to get stuck. "Tennyson! Get that rifle out of the mud!" The sergeant walked to him while Juile stares at the helpless Ben.

_"And they will personally escort Adolf Hitler... to the gates of hell."_

While on a running exercise on the campus base, Ben can hardly keep up with the other soldiers as he quickly becomes fatigued. "Pick up the pace, ladies! Let's go! Let's go! Double time!"

Juile sits in a truck with another soldier as the Sergeant and his men come running in and stopping at the flag point. "Squad halt!" They halt.

"That flag means that we're only at the halfway point." Ben had caught up as he talked. "First man to bring it to me gets a ride back with Agent Carter. Move!"

The soldiers race to the flagpole and attempt to climb it so that can get the flag. "Come on! Get up there! That's all you got? This army's even trouble!" They are trying to but they all fall back down. Cash even attempts to climb up and get it. "Get up there, Murray!" He of course slips back down and the other soldiers try to get it to. "Nobody's gotten that flag in 17 years!" Since they cannot do it that form back in a line. "Now, fall back into line! Fall in! Get back into formation!" Ben however walks up to the flagpole as the Sergeant watches him. "Tennyson! I said fall in!"

Ben then grabs the hooks and pull them out, making the flagpole fall down. Ben walks up to the flag, picks it up and hands it over to the Sergeant. "Thank you, sir." He said as he gets into the car with Julie, while the team, even Cash, looks at him with a blank expression. Julie smiles at Ben who winked at her as they drove off.

Back on camp, the soldiers do push ups while Julie watches them. "Faster, ladies. Come on!" She shouted. "My grandmother has more life in her, God rest her soul." Ben has trouble pushing himself up and strains himself. "Move it!" Ben then falls to the ground.

While they exercise, Colonel Max and Erskine talk. "You're not really thinking about picking Tennyson, are you?" Max asked.

"I wasn't just thinking about it. He was a clear choice."

"When you brought an 90-pound asthmatic onto my army base, I let it slide. I thought 'what the hell', maybe he'd be useful to you, like a gerbil. I never thought you'd pick him."

The soldiers continue to do push ups while the colonel and Erskine watch. Max looks at Ben.

"Stick a needle in that kid's arm and it's gonna go right through him." He watches Ben as he does star jumps but he quickly becomes tired of it due to his fatigue condition. "Look at that. He's making me cry."

"I am looking for qualities beyond the physical." Erskine said.

"Do you know how long it took to set up this project? All the groveling I had to do in front of Senator what's-his-name's committees?"

"Brandt. Yes, I know. I am well aware of your efforts."

"Then throw me a bone. Cash Murray has passed every test we gave him. He's big, he's fast, he obeys orders. He's a soldier."

"He is a bully."

"You don't win wars with niceness, Doc."

"I met a man in Townsville, once. He said he could make the perfect little creation to end all wars with niceness." Erskine said.

"Well, sometimes... you gotta do things with aggression. Because..." He walks over to some of the armory and pulls out a grenade. "...you win wars with guts." He pulls the pin and tosses it over to the star jumping soldiers. "GRENADE!" He shouts, alerting the soldiers who cower away from it. But Ben lies on top of it in fear.

"GET AWAY!" Julie tries to get him away from the grenade but Ben shouts. "GET BACK!" He curls his body and waits for the explosion to happen. But in seconds, nothing really happens. Ben realized the grenade did not explode and looks up at Max.

"It was a dummy grenade. All clear! Get back into formation."

Max looks disappointed in Ben's utterly foolish sacrifice. "Is this a test?" Ben asked.

Max looks at Erskine as he shrugs. "He's still skinny." Max berated once again as he left. Erskine then smiled at Ben in hopes of perfecting him, while Julie looks worried at his condition.

* * *

Later that night. Ben sat on his bed in his dormitory reading a book. A knock on his door is heard and Erskine enters. "May I?"

Ben accepts him in. "Yeah."

The radio in the background plays music as Erskine walks by Ben and sits down on the other bed next to Ben. "Can't sleep?"

"Got the jitters I guess." Ben said as Erskine sits down to him.

"Me too."

"Can I ask you a question?" Ben said.

"Just one."

Ben pauses for a moment and then talks. "Why me? Why turn me into an alien soldier?"

"I suppose that is the only question that matters." He holds a wine bottle in his hand. "This is from Ellsberg. My city. So many people forget that the first country the Space Nazis invaded was their home planet. You know... after the last war, there's... my people struggled. They... felt weak... they felt small... then Hitler comes along with the marching and the big show and the flags and the... and the..." He straightens his glasses.

"And when the Space Nazis, The Chimera, came to Earth in 1934, they offered peace if we obey. But then... Hitler took control and was made Grand Master to the Chimera. He killed the original leader... with his own forces of course." Ben continues to listen.

"And then he hears of me... my work. And he finds me... and he says "you". He's says "you can make us strong". And I say... "well... I'm not interested"." He puts the bottle down. "So... he sends the head of HYDRA, his research division. A brilliant alien scientist who goes by the name of Vilgax."

He starts explaining the story to Ben. "Now, Vilgax is a member of the inner circle... and he is ambitious."

An image of the alien named Vilgax flashes.

"He and Hitler share a passion for a occult power and Teutonic myth. Hitler uses his fantasies to inspire his followers. But... for Vilgax... it is not fantasy. For him... it is real. He has become convinced that there is a great power hidden in the Earth, left here by an ancient alicorn named Princess Celestia, waiting to be seized by superior beings. So, when he hears about my formula and what it can do, he cannot resist."

Erskine remembers being aggressively persuaded by Vilgax to give him the alien serum, even going so far as to threating to shoot him.

"Vilgax must become that superior being."

Vilgax stuck the syringe of the alien serum into his body and feels his muscles building up.

"Did it make him stronger?" Ben asked.

"Yeah." Erskine answered. "But... there were other... effects."

Vilgax began to grow tentacles from his chin and his face all becomes all red. He never had tentacles before and now he does.

"The serum was incomplete. But more important... the man. The serum amplifies everything that is inside. So, good becomes great. Bad becomes worse." Ben understood a word he has said. "This is why you were chosen. Because a strong man who has known power all of his life, may lose respect for that power. But a weak man, knows the value of strength and knows compassion. You see... a good man once said... Everything happens for a reason. Because the decisions we make in life, anyone we loved and everyone we lose... they have a reason for why they do it. And you... have a reason, that you can change the world."

Ben then looks up at Erskine. "Thanks. I think."

Erskine smiles at Ben and tells him to get his glass while he picks up his wine bottle. "Whatever happens tomorrow, you must promise me one thing." He pours into Ben's glass and his glass. He closes the wine bottle and settles it down. "That you will stay who you are." He grabs his glass. "Not a perfect soldier... but... a good man." He pointed to his heart.

"I promise." Ben said and he holds his glass up. "To the little guys."

And the two cling their glasses together and start to drink, but Erskine realizes and quickly stops him. "Ahhh ah ah! Wait, wait! What are you doing? No." He takes Ben's glass off him. "You have procedure tomorrow... no fluids."

"Oh..." Ben uttered as Erskine empties the glass into his. "Okay... we'll drink it after."

"Drink it after? No. I don't have procedure tomorrow. I'm fine, I'll drink it now." Erskine drinks as Ben watches and smiles.

* * *

Back at Vilgax's HYDRA castle. Opera music plays as Dr. Animo enters the room and walks up to where Vilgax stands. He closes the lights on his desk and roof lights as his face is covered by the darkness.

"Is there something in particular that you need?" Vilgax asked.

Animo looks to his left to see a bit of red paint on the table as an human painter, is there painting a portrait of Vilgax. "I... uhhh... I understand that you have found him." Animo said.

"See for yourself." Vilgax said back.

Dr. Animo walks up to his desk and sees photos of Dr. Erskine seen in Megaville. Animo looks on as Vilgax spoke. "You disapprove?"

"I just don't see why you need to concern yourself." He told him. "I can't imagine he'll succeed..."

Vilgax breathed in anger and Animo chuckles nervously. "Again..."

"His serum is the Allies only defense against this power we now possess. If we take it away from them, then our victory is assured." Vilgax explained.

Dr. Animo then looks at Vilgax with a disturbed look. "Shall I give the order?" He asked him.

"It has been given." He answered and Animo looks pleased.

"Good." Animo then turns back and proceeds to walk away.

"Dr. Animo." Vilgax called to him and he stops to look. He turns on the light. "What do you think?"

Animo comes closer to see the painting and praises it. "A masterpiece."

Vilgax laughs in praise while Animo takes off once again.

* * *

Over in Bellwood. A bunch of kids are playing baseball on the road while a car passes by. Ben and Julie sat in the car while they head for the designated location of his procedure.

"I know this neighborhood." Ben said. "I got beat up in that alley." He points Julie to the alley he got beaten up. "And that parking lot."

Julie becomes concern about his past. "And behind that diner." Ben said once again and Julie speaks up.

"Did you have something against running away?" She asked.

"You start running, they'll never let you stop. You stand up, push back... can't say no forever right?"

"I know a little of what that's like, to have every door shut in your face."

Ben looks at Julie. "I guess I just don't know why you wanted to join the army, if you were a beautiful dame."

Julie looked back at Ben.

"I mean... A woman. I mean. An agent. Not a dame. You are beautiful though."

"You have no idea how to talk to women do you?"

"Actually... this is the longest conversation I've ever had with one. Women aren't exactly lining up to dance with a guy they might step on."

"You must have danced."

"Well, asking a woman to dance always seemed so terrifying. And in the past two years just... didn't seemed to matter that much. Figured I wait."

"For what?"

"The right partner."

Julie smiles at Ben who looks away after talking about his past.

* * *

The car the two are in eventually pull up to an antique shop in Downtown. They exit the car and Ben looks around for a moment.

"This way." Julie said to Ben and he follows.

Another car was pulling over by the antique shop while Ben questions.

"What are doing here?" He asked.

"Follow me."

Ben follows Julie into the antiques shop and are greeted by a seemingly nice old lady. "Wonderful weather this morning." She greeted them. "Isn't it."

"Yes, but I always carry an umbrella." Julie said.

The old lady then walked over to her counter and pressed a buzzer. Under her counter however she has a loaded SMG.

Julie and Ben go walk into a room and stand in front of a bookcase. The bookcase then opens like doors and they walk down a hall with soldiers and scientists walking out and in. Julie walked down feeling confident but Ben was shocked with no words to put in. Two soldiers then open the doors for them and walk into a secret laboratory. Ben looked down in shock of what he saw. The scientists stopped talking and look at Ben. Erskine was there and he stared at Ben. Ben then stared at Julie while she feels rather nervous and takes Ben down to the center of the lab.

Ben walks up to Erskine as he shakes his hand. "Good morning." Erskine greeted and then a camera flashed on Ben. Erskine looked at photographer. "Please, not now." The photographer leaves.

Ben looks at the large capsule that he will be going into. "Are you ready?" Erskine asked Ben.

Ben looks back and replies. "I guess."

"Good. Take off your hat, your tie and your shirt."

Ben does so and hands them to a lab assistant.

Colonel Max goes up into the watch booth and greets the Senator. "Senator Brandt, glad you could make it."

"Why exactly am I in Bellwood?" He shook hands with him.

"We needed access to the city's power grid. Of course, if you'd given me the generators I requisitioned..."

"A lot of people are asking for funds, Colonel. Oh... this is..." He introduces an agent to Max.

"Vicky Goldfield, State Department." The female red headed agent said to him as she shook hands with. "If this project of yours comes through, we'd like to see it used for something other than headlines."

"Jesus." The Senator said as he looked at how skinny Ben is. "Somebody get that kid a sandwich."

They proceed to watch as Ben gets onto the machine and lies down flat on it. He breathes in calmly as he prepares himself for the procedure he is about to undergo. Erskine comes over to him and checks.

"Comfortable?" He asked.

Ben lifts his head up. "It's a little big." Erskine chuckles. "You save me any of that schnapps?"

"Not as much as I should have. Sorry. Next time." Ben heard and continues facing the ceiling. "Miss Wakeman, how are your levels?"

"Levels at 100%" Said Nora Wakeman coming in to check up.

"Good." Erskine replied.

She looks at the nervous Ben. "We may dim half the lights in Bellwood, but we are ready as we'll ever be."

The scientists straps Ben in.

"Agent Carter? Don't you think you would be more comfortable in the booth?" Erskine asked Julie.

"Oh, yes. Of course. Sorry." Julie said and took one more look at Ben before going to the booth.

Erskine then walks over to grab a microphone. He taps on it to get it ringing, bringing the attention of the booth watchers.

"Do you hear me? Is this on?" Everyone in the booth watches. "Ladies and gentlemen, today we take not another step towards annihilation, but the first step on the path to peace." Erskine continued as the scientists places mechanical needles on Ben's chest. The scientists pull a container in and open the hatch, containing the blue serum called 'Omnitrix Serum.' "We will begin with a series of microinjections into the subjects major muscle groups." Julie took her seat. "The serum infusion will cause immediate cellular change. And then, to stimulate growth, the subject will be saturated with Vita-Rays."

The scientists place the vials of the serum into the machine of arm placements. The nurse then swabs Ben's arm and injects a needle into him. Ben clinched in a sort of pain but when it was done he looks at Erskine again.

"That wasn't so bad."

"That was penicillin." Erskine told him and Ben looks back.

Erskine then begins the process. "Serum infusion beginning in five..." Everyone looks in with nervousness as it is about to start. "...four, three..." The needles then get placed onto Ben's arm. "...two..." Erskine holds Ben's shoulder as he breathed calmly. "...one."

The scientist heeds the orders and pushes the lever up. The serum on the machine begins to drain as they go inside on Ben's arm and into his chest. Ben's body starts to bubble as the serum becomes one with him. Ben clinched in more pain and groans. His eyes then open with green eyes.

Erskine turns to Nora. "Now, Miss Wakeman."

Nora over at the control panel, pulls another nob and the machine tilts all the way up, making Ben standing up straight. The capsule he is in then closes up. Julie gulps in nervousness as another scientist injects fossilized into the capsule and locks it in. Erskine goes over to the window and taps on it.

"Ben? Can you hear me?"

"It's probably too late to go to the bathroom, right?" Ben responded inside.

Erskine then turns over to Nora. "We will proceed." Nora then walks over to a panel and turns the knob all the way.

Nora then walks over to the valve and turns it slowly as the meter goes up. "That's 10%." She keeps Erskine posted as the capsule begins to emit light inside. "20%. 30%. That's 40%."

The scientist, looking at the temperature, turns to the crew. "Vital signs are normal."

"That's 50%" Nora screamed and the capsule glows brighter. "60%. 70%."

Just then... "ARRGGGGHHHHH!" was coming from Ben's capsule as to the horror and shock to Erskine and Julie. Vicky watches on as Ben continues to scream inside. "BEN!" Erskine stands at his window. "BENJAMIN!" He shouts again.

"Shut it down!" Julie called out.

"BENJAMIN!" He bangs on his window.

"Shut it down!" Julie yelled out again and Erskine listened.

"Kill the reactor, Nora!" He told her so. "Turn it off! Kill it! Kill the reactor!" Nora was about to.

"NOOO!" Ben screamed and Erskine turns back at the glowing capsule. "DON'T! I CAN DO THIS!" He screamed once more.

Erskine looks back at Nora who proceeds to turn the valve more. "80!" Nora says as the light grows more brighter. Everyone shields their eyes, some with horror. "90!" The light is now very bright as Julie shields her eyes as well. "That's 100%!" Erskine shades his eyes as the capsule glows uncontrollably and the machines start to malfunction. After every electronic machine and device short-circuits the glowing light begins to dim inside the capsule and shuts down.

Everyone looks toward the capsule while Julie hopes for Ben's safety. Erskine comes close to the capsule and turns to Nora. "Miss Wakeman!" He called to her as she opens the capsule. The capsule then opens up with smoke coming out and Ben is now all buffed out, with biceps, abs and is taller than normal. Erskine goes over and helps Ben out. The observers look on with proud as they go down to congratulate him.

"The son of a bitch did it." Max said as he got off and went down as well. While Vicky places an explosive pad on her seat and walks down.

Erskine and Nora help Ben to his feet as he recovers from the pain. "I did it." Ben exclaimed.

"I think we did it." Erskine said to Nora.

"You actually did it." Nora said with shock.

Julie runs up to Ben and catches her breath. "How do you feel?" She asked him.

Ben looks around him and gets the idea. "Taller." A nurse then hands him a tank top and Julie grabs it.

She unfolds the tank top and puts it on him. "You look taller."

Max then goes up to the senator. "How do you like Bellwood now, Senator?"

"I can think of some Chimera folks in Berlin who are about to get very nervous."

Max walks over to the crowd. While Vicky stands from afar the crowd, smirking. Erskine shakes hands with the senator but then Erskine laid eyes on Vicky who continued to smirk and pulls out a fire lighter. It's actually a detonator and Erskine widens his eyes as Vicky detonates the bomb inside the booth causing the people to scream and duck from the debris. Vicky then walks over to the hatch container and takes the last vial of the Omnitrix serum.

"STOP HER!" Erskine yelled but Vicky pulled out a pistol and shoots Erskine in the chest two times as he collapses. Ben goes over to the fallen Erskine while Vicky attempts to escape by shooting a soldier in her way and runs up the stairs. Julie takes aim at her and fires her bullets at her but she dodges. She then runs out of the lab while Julie gives chase.

Ben looks over at the dying Erskine while Vicky escapes, shooting more guards in her way and pressing the buzzer. Ben looks at Erskine who, before his last breath, points at Ben's heart, revising Ben of what Erskine said and taught him. Erskine then breathes one more time and dies. Ben then lifts his head up and glares at what Vicky did.

Vicky escapes the lab and is confronted by the old lady who aimed her locked and loaded SMG at her, but she quickly shot the lady and dies firing her gun at the ceiling. Vicky then grabs her SMG and leaves the shop. She runs to her car where her partner is. "START THE CAR! START THE CAR!" She screamed. "GO!" He told her as she gets in the car while her partner shoots at the guards who fire back at them. They manage to take him out but Vicky gets in the car and the driver takes off, with her blasting her SMG at the guards. Julie runs onto the road and looks to where she went. Vicky feels her injure arm inside while Julie outside readies her shot. But Vicky activates another bomb causing a car behind her to explode. Julie then looks back and steadies her aim. She fires her bullet and hits the driver's head who dies and crashes the car into a taxi. The taxi man gets out and wonders what happened. But Vicky gets out and steals his cab. She gets in his cab and drives off. "Hey, this guy's been shot!" The cab man yelled.

Vicky turns the cab around and heads at full speed towards Julie who takes aim and fires at her again but just before she rams her, Ben comes in and tackles Julie out of harm's way. The taxi then speeds off and Ben and Julie get up.

"I had her!" She angrily yelled at Ben.

"Sorry!" Ben apologized and runs after Vicky.

Ben then picks up his pace, because now with the Omnitrix serum inside his blood, his speed increases as he sprints after Vicky. Ben can't catch her in time so he takes a short cut to get back on track with her. Ben sprints even more faster, as he speeds through Bellwood, passing by the bystanders and cars. But to his surprise his speed doesn't slow down to make a turn and crashes into a fashion shop as he screams. The bystanders look to him in shock as Ben climbs out of the shop and continues his chase after apologizing. Ben runs down into an alley but his path is blocked by a fence. Ben then took a deep breath and leaps over the fence with a great jump.

He lands back on the path and runs into a heap of traffic as he passes by. Vicky still in the taxi looks back to see Ben is still chasing her through the traffic. She then makes a turn to the corner and continues drive away. Ben then runs up to a car and jumps on it's roof. Ben jumps from car to car to truck until he finally lands on Vicky's car. Vicky notices as he made a thud on the roof and tries to shake him off. Driving through corners and nearly running down pedestrians. She drives into an enters the docks. She gets out her gun and shoots at her roof, trying to hit Ben, but he dodges them. The last bullet makes him slip to the side of the car and Vicky prepares to shoot him there but she misses him and looks back to the road. She hits a oncoming truck and her car goes flipping over the road as Ben lands on the ground to safety.

Once Vicky endured her bumpy experience, she gets out of the car, feeling weak but continues to run away. Ben attempts to chase her again but she turns around, still with a gun in hand and shoots at Ben. Ben then grabs the taxi's door and uses it as a shield to block the bullets she fires at him. Vicky then looks at a little boy and grabs him. The parents of the boy then fear for his life and tries to get him off her. But she jabs the father in face and pulls the boy with her as she continues firing at Ben who follows.

"Come on!" Vicky cried as she fired another bullet at Ben but he gets back in cover.

"Let me go!" The boy cried.

"SHUT UP, TWERP!" Vicky yelled as she enters more into the docks. Ben follows while Vicky fired another bullet from the corner but Ben ducks for another piece of cover.

"Don't hurt him!" The mother cried out as Ben chases her inside.

Vicky drags the boy with her. "You know I always hate twerps!" She said and looks to see Ben coming out from the corner. She then aims her gun at the boy's head and Ben tries to calm her.

"Wait! Don't!" Ben calmed her. "Don't!"

Vicky then aimed her gun at Ben who pulls the trigger but her gun was out of bullets and decides to toss the kid into the water. "No! Don't!"

The kid hits the water and Vicky gets away again. Ben runs to the edge to see if the boy is drowning or not. He seems to be fine. "Go get her! I can swim!" The boy said and Ben proceeds to chase Vicky. Vicky then calls in a submarine jet, with alien tech and jumps into inside the cockpit.

"So long, suckers!" Vicky screamed as she prepares to submerge her vehicle.

Ben sees the submarine jet go under, runs faster and dives into the bay. Ben swims after the jet while Vicky has no clue she's being followed. The Omnitrix serum in Ben's blood allows him to swim faster than any other human. He grabs the wing of the jet and Vicky begins to notice. Ben punches a hole into the window and Vicky's tube begins to fill with water. She takes a breath as she is submerged and gets pulled up by Ben.

Ben throws Vicky out of the water and back on the dry docks as he comes back and tries to incapacitate Vicky. But she turns to him with a knife and tries to strike him, but Ben dodges and kicks her face. She collapses to the ground and drops the vial to the ground, smashing it open and the serum drains out.

Ben grabs Vicky by the collar and questions her. "Who the hell are you?"

"The first of many. Cut off one head..." Vicky tells him and sticks her tongue to take a tooth out and bites on it. "...two more shall take its place." Ben then sees that the tooth she just bitten was a cyanide pill and her mouth foams up. "Hail HYDRA." She groans as her mouth foams more and then dies. Ben drops her corpse to the ground. He then looks at the remarkable strength and durability he now possess and looks up, knowing that HYDRA will pay for this day.

* * *

**End of Chapter.**

**I changed Julie Yamamoto and Max Tennyson's name just for this story. Sorry. **


	2. War Hero

**Ultimate Ben: The First Avenger**

**Chapter 2: War Hero**

Back at the HYDRA castle base. Many Space Nazis walk down the hall while Vilgax is having a conversation with Hitler's commanders.

"The Fuhrer is not accustomed to being ignored, Herr Vilgax."

"He funds your research because you promised him weapons."

"You serve at his pleasure."

"He gave you this facility as a reward for your injuries."

"Reward? Call it what it is. Exile." Vilgax said to the commanders. "I no longer reflect his image of Aryan perfection."

One of the commanders looks at one of the soldiers armor in suspicion. The soldier looks at him and he walks along back to the group.

"You think this is about appearances? Your HYDRA division has failed to deliver so much as a rifle in over a year. And we had learned through local intelligence you had mounted a full-scale incursion into Norway."

"The Fuhrer feels... How does he put it? 'The Red Squid has been indulged long enough!"

Vilgax stopped after hearing what one of the commanders said. He then slowly turns to them while giving off a glare-like stare. After a long pause he speaks. "Gentlemen, you have come to see the results of our work. Let me show you."

Vilgax takes them into his quarters, and walks by Animo while the commanders follow him.

"Hitler speaks of a thousand-year Reich, but he cannot feed his armies for a month." Vilgax talked as he reached an object covered by a dust cover. "His troops spill their blood across every field in Europe, but still he is no closer to achieving his goals. But my people are much more stronger than his forces, and his forces knows no value." He pulls the dust cover and reveals a high-tech weapon.

One of them, looks impressed. "And I suppose you still aim to win this war through magic?"

Vilgax turns on the machine. "Science. But I understand your confusion. Great power has always baffled primitive beings. HYDRA is assembling an arsenal to destroy my enemies in one stroke, wherever they are, regardless of how many forces they possess, all in a matter of hours."

"Your enemies?" One of them asked in confusion.

"My weapons contain enough destructive power to decimate every hostile capital on Earth. Quite simply, gentlemen, I have harnessed the power of the gods." Vilgax explained as he adjusts his weapon.

One of the commanders clears his throat. "Thank you, Vilgax."

"For what?" He asked.

One of the commanders was just looking at Vilgax's map and sees pinned locations he want's to destroy.

"For making it clear how obviously mad you are."

He finds that Germany is one of the targets. "Berlin is on this map!" He exclaimed in shock and the others looked to him in the same expression.

"So it is." Vilgax prepares his weapon and aims at the angry commander.

"You will be punished for your insolence! You aliens will be brought before the Fuhrer himself!" Vilgax then shoots his weapon at the yelling commander. It shoots a blue energy blast that completely obliterates him.

The remaining commanders become terrified of this and attempt to escape. Vilgax fires the weapon at another but he dodges. Vilgax glares and shoots another, this time hitting him and disappears as well. The last one tried to leave but pins his back on the door as Vilgax fired another shot at him while he screams in terror and disappears.

Animo is impressively shocked of what Vilgax did as he walks where the commanders were. "My apologies, doctor, but we both knew HYDRA could grow no further in Hitler's shadow." He said and then grins. "Hail HYDRA."

The other soldiers nearby, pounds their chests and raise their arms in the air. "HAIL HYDRA!"

Animo looked unconvinced about all of this but when he saw Vilgax glaring at him, he was needed to comply. "Hail HYDRA!" He screeched. Vilgax smiles and walks back to his duties, while Animo continues to look unconvinced about this whole plan.

* * *

Back at the army facility, Ben sits on the bench in the emergency room, while the nurse takes samples of his alien blood and stores them in vials. He can't stop thinking about Erskine's death and what happened earlier. When the nurse was done he pulls his sleeve down.

"Think you got enough?" Ben asked Julie as she watched.

"Any hope of reproducing the program is locked in your genetic code." She said as Ben gets off and walks over to her. "But without Dr. Erskine, it would take years."

"He deserved more than this." Said Ben.

"If it could work only once, he'd be proud it was you." Said Julie and Ben looked at her with no expression.

"Colonel Philips, my committee is demanding answers."

Ben heard Brandt talking to Max as they walk by the submarine jet Vicky used to escape, and Nora checks for any useful tech.

"Great. Why don't we start with how Chimera spy got a ride to my secret installation in your car?" Max questioned to Brandt. "What have we got here?" He asked Nora.

"Speaking modestly, I'm the best mechanical engineer in this country. But I don't know what's inside this thing or how it works." Nora says to Max. "We're not even close to this technology."

"Then who is?" Brandt asked.

"HYDRA." Max answered. "I'm sure you've been reading our briefings."

"I'm on a number of committees, Colonel." Brandt said.

"HYDRA is the Chimera deep-science division of the Nazi forces." Julie told them, walking in with Ben following. "It's led by their leader, Vilgax. But he has much bigger ambitions."

"HYDRA is practically a cult." Max told Brandt. "They worship Vilgax. They think he's invincible."

"So, what are you going to do about it?" Brandt asked again.

"I spoke to the President this morning. As of today, the SSR is being retasked." Max said.

"Colonel?" Julie wanted to speak.

"We are taking the fight to HYDRA. Pack your bags, Agent Carter. You too, Wakeman." They hear Max. "We're flying to London tonight." He starts to walk away.

"Sir?" Ben stopped him and he listens. "If you're going after Vilgax, I want in."

"You're an experiment. You're going to Alamogordo." Max told him.

"The serum worked." Ben looked at Julie and back at him. "I have the alien DNA inside me. With it, I can help fight these guys, and take Vilgax to the cleaners."

"I asked for an army and all I got was you." Max said with disappointment. "You are not enough." Max then walks away leaving Ben to brood over this fact.

Brandt then walks up to Ben and takes his hat off. "With all due respect to the Colonel, I think we may be missing the point. I've seen you in action, Ben. More importantly, the country's seen it." He called his bodyguard. "Paper." He shows him the news article about Ben saving the kid back in Bellwood. "The enlistment lines have been around the block since your picture hit the newsstands. You don't take a soldier, a symbol like that, and hide him in a lab." Ben looks back at him as Brandt puts his hand on his shoulder and walks. "Son, do you want to serve your country on the most important battlefield of the war?"

"Sir, that's all I want." Ben stopped and answered.

Brandt then holds his hand out. "Then, congratulations. You just got promoted." He said to him and Ben barely smiled.

* * *

Ben, now wearing a green and black striped costume with an American star on his chest, breathes slowly as fanfare outside the curtains play. "I don't know if I can do this."

"Nothing to it." His stage manager comes in. "You sell a few bonds. Bonds buy bullets. Bullets kill Nazis. Bing Bang Boom." He patted his back. "You're an American hero."

"It's just not how I pictured getting there." Ben said.

"The Senator has got a lot of pull up on the Hill." A female dancer peeks in the curtain. "You play ball with us, you'll be leading your own platoon in no time." He said as Ben puts on a mask over his head. "Take the shield." He hands Ben the shield and he takes it. "Go." He pushes Ben through the curtain as the fanfare starts.

**_Who's strong and brave, here to save the American way?_**

The dancers sing as Ben reads the script on his shield. "Not all of us can storm a beach or drive a tank. But there's still a way all of us can fight."

**_Who vows to fight like a man, for what's right, night and day?_**

"Series E Defense Bonds. Each one you buy is a bullet in the barrel of your best guy's gun."

_**Who will campaign door to door for America?  
**__**Carry the flag shore to shore for America?**_

Ben holds a baby in his hands as a photographer takes a picture of him. He lends the baby back to the mother and shakes hands with Brandt as another picture gets taken.

_**From Hoboken to Spokane,  
The Star Alien Boy with a plan!**_

Ben walks on a conveyer with actors behind him portraying as soldiers, with a moving image behind them. The bell rings. "Cut!" The director said. "Guys, don't look at the camera."

_**We can't ignore there's a threat and a war we must ace.**_

On another stage. "Each one you buy is a bullet in the barrel of your best guy's gun." Ben said to the audience.

_**Who'll hang a noose on the goose-stepping goons from space?**_

The dancers wave their American flags above them.

_**Who will redeem, heed the call for America?  
Who'll rise or fall, give his all for America?**_

Ben runs down the stairs as the dancers follow him.

_**Who's here to prove that we can?  
The Star Alien Boy with**_** a**** plan!**

Ben walked by the dancers and smiles at the crowd as they applause.

"Now, we all know this is about trying to win the war." Ben talked to the kids and family as a dude dressed up like Adolf Hitler sneaks around the dancers up to Ben. "We can't do that without bullets and bandages, tanks and tents. And that's where you come in. Every bond you buy will help protect someone you love." The kids panic and tries to warn Ben. "Keep our boys armed and ready, and the Chimera will think twice about trying to get the drop on us."

The Hitler impersonator runs up to Ben and Ben throws a punch in the air to make it look like he hit his face and falls to the ground. The kids cheer on and so do the audience.

_**Stalwart and steady and true!  
(choir)**_

Ben does the same thing in; Buffalo, Milwaukee, Philadelphia and Chicago. And they all cheer on for him. Ben gradually accepts the praise.

_**Forceful and ready to defend the red, white and**_** blue!**

Newsstands all over America were selling comics to kids, entitled 'Ultimate Ben'. Even the men in the army take read of the comic.

_**Who'll give the aliens the sack and is smart as a fox?  
(Far as an eagle will soar!)**_

Ben even made it to the motion picture, as he uses the shield to deflect enemy bullets and calls in his squad to follow him. He then appears with the soldiers and fires off blanks with a assault rifle, while still in costume.

_**Who's making Adolf afraid to step out of his box?  
(He knows what we're fighting for!)**_

The crowd in the theater cheers even more as Ben, part of the audience smiles.

The fanfare continues.

_**Who waked the giant that napped in America?  
We know it's no one but Captain America**_

Ben signs his autograph to a young fan and is greeted by a woman who says "Hi." and the picture flashed on him.

_**Who'll finish what they began?**_

The fanfare does the finale over at Megaville, with Ben holding three dancers on a motorbike and the entire fanfare screams.

_**Who'll kick the Krauts to Japan?  
THE STAR ALIEN BOY...WIIIITH...AAAAA...PLLLLLLLLAN!**_

The tanks shoot confetti in the air as the dancers on ground wave their flags.

_**(DUH, DUH, DUH, DUH!)**_

The fanfare concluded with more confetti coming out and the audience applauses.

* * *

_Italy, November 1943. Five miles from the front._

Ben, still in costume talks on the mike. "How many of you are ready to help me sock old Adolf on the jaw?"

Ben is talking to his army camp. They don't respond as they are not interested in him. "Okay. uhhh... I need a volunteer."

"I already volunteered! How do you think I got here?" Said the soldier in the audience and they laugh. "Bring back the girls!" They all demand the girls instead of him.

Ben looks over and back on the mike. "I think they only know the one song, but ummm..." He looks back again and then on the mike. "Lemme... I'll see what I can do."

"You do that, sweetheart." The soldier teased him.

"Nice boots, Tinker Bell!" Yelled Cash as the other guys laugh.

Ben tries to hold his peace. "Come on, guys, we're all on the same team here."

"Hey, Captain! Sign this!" The soldier got up and mooned him while the others cheer and throw tomatoes at Ben, luckily Ben used his shield to avoid being hit and embarrassingly storms out. The girls run up on stage and the men cheer on. The girls then dance to them as Ben walks backstage.

"Don't worry, pal. They'll warm up to you. Don't worry." His manager assured him as Ben walked down the stairs and out of the view.

* * *

Later on, during a rainy day, Ben was sitting on the steps of the stage, doodling a monkey on a unicycle as Julie comes by.

"Hello, Ben."

Ben sees Julie and they talk. "Hi." He said to her.

"Hi." She said back.

"What are you doing here?"

"Officially, I'm not here at all." She sat down next to Ben. "That was quite a performance."

"Yeah. Uhh... I had to improvise a little bit. The crowds I'm used to are usually more... twelve."

"I understand you're "America's New Hope.""

"Bond sales take a 10% bump in every state I visit."

"Is that Senator Brandt I hear?" Julie asked.

"At least he's got me doing this. Phillips would have had me stuck in a lab. I mean... I'm an alien soldier now! I should be out there! Fighting the war! Instead I'm a circus freak." Ben says.

"And these are your only two options? A lab rat or a dancing monkey?" She sees Ben's doodle. "You were meant for more than this, you know."

Ben then turns back to Julie as he was about to say something but looks away. "What?" She asked.

"You know, for the longest time, I dreamed about coming overseas and being on the front lines, serving my country." Ben said. "I finally got everything I wanted... I'm a soldier with alien DNA... and I'm wearing tights."

A hummer sounds his horn as Ben stared to see it come by. It's a medical van, bringing in the mortally wounded.

"They look like they've been through hell." Ben said.

"These men more than most." Julie responded to Ben. She then started explaining to Ben. "Vilgax sent out a force to Azzano. Two hundred men went up against him, and less than 50 returned." Ben began to feel sorry. "The audience contained what was left of the 107th. The rest were killed or captured."

Ben then looked back at Julie after hearing this, because the 107th is where his friend Kevin is enlisted to. "The 107th?" He asked her in shock.

"What?" Julie asked.

Ben then ran out in the rain, back to camp. "Come on!" Julie follows Ben as he ran.

"Colonel Philips." Ben talked to Max.

"Well, if it isn't the 'Star Alien Boy with a plan'. What is your plan today?" Max sarcastically asked.

"I need the casualty list from Azzano." He ordered.

"You don't get to give me orders, son."

"I just need one name, Sergeant Kevin Levin from the 107th."

"You and I are gonna have a conversation later that you won't enjoy." Max said to Julie.

"Please tell me if he's alive, sir. L-E-V...

"I know how to spell." Max said and Ben stops. After a pause, Max picks up his paperwork and stands. "I have signed more of these condolence letters today than I would care to count. But the name does sound familiar. I'm sorry." He looks at Ben.

"What about the others? Are you planning a rescue mission?" Ben asked again and Max answers.

"Yep. It's called 'winning the war'."

"But if you know where they are, why not at least..."

"They're 30 miles behind the lines..." Max interrupted Ben. "...through some of the most heavily fortified territory in Europe. We'd lose more men than we'd save. But I don't expect you to understand that because you're a chorus girl."

Ben was insulted and glares at him. "I think I understand just fine." He said.

"Well, then understand it somewhere else." Max then begins to walk to the table. "If I read the posters correctly, you got someplace to be in 30 minutes."

Ben then looks at the map on the wall and sees where they pinned their location. "Yes, sir. I do." Ben then heads out of the tent with determination on his face. Julie watches him leave and worries.

"If you have something to say, right now is the perfect time to keep it to yourself." Max said to Julie while he wasn't even looking.

Julie then storms out of the tent to follow Ben. Ben packs some equipment in his satchel as Julie walks in.

"What do you plan to do, walk to Austria?" She questioned him.

"If that's what it takes." Ben responded.

"You heard the Colonel. Your friend is most likely dead."

"You don't know that."

"Even so, he's devising a strategy. If he detects..."

"By the time he's done that, it could be too late." Ben retorted what Julie thinks and then leaves.

"Ben!"

Julie follows Ben out of the tent and he places his shield and stuff on the truck. Ben looked at Julie again with determination. "You told me you thought I was meant for more than this. Did you mean that?" Ben asked.

Julie hesitated but answers. "Every word."

"Then you gotta let me go." Ben then jumped onto the wheel of the car and Julie comes to him again.

"I can do more than that."

The stage girls were getting ready for their next routine and grab their helmets. "Where's my helmet?" Complained the girl whose helmet is missing in her stand and a guy comes in. "Anyone seen Tennyson!?"

* * *

High above the jungle of Azzano, Ben and Julie ride inside a plane while Nora pilots.

"The HYDRA camp is in Krausberg, tucked between these two mountain ranges." Julie read the map to Ben as he suits up, even with the costume underneath. "It's a factory of some kind."

"We should be able to drop you right on the doorstep." Nora told Ben.

"Just get me as close as you can." Said Ben. "You know, you two are gonna be in a lot of trouble when you land." He says to Julie.

"And you won't?" She asked back.

"Where I'm going, if anybody yells at me, I can just shoot them." Ben said.

"And they will undoubtedly shoot back." Julie replied.

"Well, let's hope it's good for something." Ben replies as well as he taps his shield.

"Agent Carter?" Nora called while still piloting. "If we're not in too much of a hurry, I thought I could stop off in Lucerne and take a moment to view my telescope at the stars. Oh, astronomy... you amaze me sometimes."

Julie and Ben give weird looks at each other. "Wakeman is the best civilian pilot I've ever seen. She's mad enough to brave this airspace. We're lucky to have her."

"So... is she... is she a tech expert?" Ben asked Julie.

Julie looks at Ben. "Yes."

"She has a telescope on board?" Ben asked her.

Julie skips the subject and hands him a communicator. "This is your transponder. Activate it when you're ready and the signal will lead us straight to you."

Ben examines the device and turns to Nora. "Are you sure this thing works?"

"It's been tested more than you, dearie." She responds.

Just then, the gang become surprised by ground forces who shoot bullets at the their plane and the skies explode. Ben then takes his shield and heads for the door.

"Get back here!" Julie tries to call him back in. "We're taking you all the way in!"

Ben opens the door and kneels down while looking up at Julie. "As soon as I'm clear, you turn this thing around and get the hell out of here!" Ben ordered.

"You can't give me orders!"

"The hell I can't! I'm a Captain!"

Ben then slaps on his goggles and takes a dive out of the plane and into the jungle below as Julie watches. Ben opens his parachute while the explosions continue to go off. The plane then turns itself around and flies away from the restricted zone.

* * *

Over at the HYDRA base, scientist planted several Tesseract powered cores into a reactor while they work on more. Dr. Animo is there walking with Vilgax and talking.

"As you can see, production of the Valkyrie is progressing on schedule, even with components of this size."

"Increase the output by 60% and see to it our other facilities do the same." Vilgax ordered.

Scientists insert a large pile of reactors into a large power conductor.

"But these prisoners, I'm not sure they have the strength." Animo said.

"Then use up what strength they have left, Doctor." Said Vilgax. "There are always more workers."

Vilgax walks off from Animo and he gets approached by a handler. "Not now."

The entire team of researchers continue to mass produce the reactors.

While down in a prison cell, the Space Nazis escort four captured aliens and place them in their cells with other captured humans, aliens and animals. The four aliens, one who is a fire alien, one is blue and female, one is male, red and has four arms and the other looks like a porcupine. They then put in a female Texas squirrel in. The Nazis push her in and knocks her hat off. The squirrel chuckles and looks at the Nazi. "Listen up, alien varmint. One of these days, I'm gonna have a baton of my own and smack you back to the far reaches of space where y'all came from." She threatened and the guards close the bars. The squirrel continued to glare at them.

* * *

Out in the woods, Ben moved fast as he glimpses the HYDRA base. He sees that it is heavily fortified and on high alert. Ben then sees an incoming convoy and hides from their sight. As they drive on by, Ben makes a run to the back of a truck and dives through the sheets. He looks up to see two Space Nazis occupying it. "Fellas." He greeted them, and they both charge at him but much to Ben's luck, beats them up and tosses them out of the truck. The trucks pull into the HYDRA base and park the trucks over to the warehouse entrances. A passing armed guard walks in and opens the sheets of the truck Ben is in, but he manages to knock out the Nazi with a shield bash to the face, exits the truck and proceeds to infiltrate the camp.

Ben runs over to a set of tanks and sneaks around them, trying not to get spotted by the Nazis. He looks up ahead to where the research facility is and makes a run for it while nobody notices. He climbs up on top of a tank and up to the roof. He then runs straight towards the huge walled facility.

Ben gets inside and knocks on the window to attract a nearby guard's attention. The guard then opens the door to take a look but the door slams on his head and Ben punches him out. The guard collapses and Ben drags his body out of sight. He then enters the research lab, not before closing the door behind him and quickly goes to cover. He looks from plain cover to see if anyone is not looking and he runs over to a set of power generators. He looks again for anyone passing by and goes again when it's clear. Ben sneaks between the walls and sees to his left a reactor with power cores from the Tesseract. H walks over to them in shock and sees one small coupling and places it in his pocket to look at later.

In the prison facility, a guard walks above the prisoners cells as they look at him in envy. The guard continues to walk along the cages but is then knocked out and falls on the bars, alerting the prisoners to look up. They see Ben and get up. Ben grabs the guard's keys while the prisoners look at with weird looks. "Who are you supposed to be?" Asked the four armed alien named Manny. Ben looks down at the prisoners and calls himself... "I'm uhhhh... Ultimate Ben."

"Say, what?" Said the spiky alien named Pierce. Ben gets the keys and opens the prisoners cages.

The prisoners exit their cages and Ben looks around.

"What, are we taking everybody?" Said the squirrel and the alien named Alan comes up to her.

"I'm from Fresno, Ace." He said to her.

"Y'all call me by my real name." She looks at Ben. "And the name is Sandy Cheeks from Texas."

"Is there anybody else here?" Ben asked her. "I'm looking for a Sergeant Kevin Levin."

"There's an isolation ward in the factory, but no one's ever come back from it." The blue alien named Helen said.

"All right." Ben walked up ahead. "The tree line is northwest, 80 yards past the gate. Get out fast and give 'em hell." He then turns back. "I'll meet you guys in the clearing with anybody else I find."

"Wait!" Manny called and Ben stops. "Do ya know what you're doing?"

"Yeah. I've knocked out Adolf Hitler over 200 times. Plus I'm an alien super soldier." Ben then runs off with the others looking back at each other.

* * *

And so then, the prisoners escape from their cells and ran out the door to the camp. They all went head on the HYDRA soldiers. Pierce punches one flat on his face, and Sandy Cheeks karate chops the other to the ground with a "Hii-Ya!" The HYDRA troops spot them, and fire their weapons at them. They take out most of them as they charge out of the area. One troop was butting him with the Tesseract powered weapon but was kicked in the shin by another prisoner. Sandy then climbs on board of a tank with a Tesseract powered cannon and hops in. While Alan kills a HYDRA trooper with a neck break he then looks to Helen who holds the powered weapon in his hands.

"You know how to use that thing?" He asked and then Helen shot a blast at a wall and it explodes, amazing Alan. "Okay." He says.

Over in the central control panel, Vilgax watches on the monitors as the whole breakout ensures. "What is happening." Vilgax then walked to a button and pressed it, sounding the alarm. Animo gets up and looks in horror of the breakout.

Back on the battleground, Manny gets inside of the tank with Sandy and sees him.

"Welcome aboard of the S.S. Carnage." She said. "Not exactly a Buick."

Sandy looks at the controls of the machine and Manny points to one of the buttons. "That one. Push that!"

"Whatever ya say!" Sandy said and presses the button, starting the tank up. Sandy laughs. "YEE-HAW!"

Pierce gets on top of the gunner. "Get this thing going, Sandy!"

"I didn't reckon you speak alien." Sandy to Manny.

"Three semesters at Howard, switched to French, girls much cuter. But the damn alien boy over there couldn't shut up." Manny told her.

"Didn't ask for a resume." And Sandy starts the tank and drives with it.

Pierce on the gun, shoots a blue blast of the weapon and destroys a truck. "YAAAHH-HOOOO! This is way more better than cattle-rustling!" Sandy enjoying herself while Pierce fires another blast to scare the troops away.

Then, in the research lab, the resistance storms in and fire at every known HYDRA soldier inside. More HYDRA squads try to flank them but are getting overpowered.

Vilgax watches the whole ordeal go down by flipping through every security camera that has it's eye on. He then laid eye on Ben who fights off two soldiers and Vilgax squints his eyes more to get a closer look. He knows for certain that he is the man from all of the promotions of the war. Ben continues fighting his way through crowds of soldiers while Vilgax activates the self-destruct mechanisms in the base. Animo spots him doing this and tries to stop him.

"No, no! What are you doing?"

"Our forces are outmatched." Vilgax told him and Animo turns around to see Ultimate Ben fighting his way through the base and quickly leaves. All the while, Vilgax activates more destructive mechanisms to blow the base sky-high.

Animo runs out of the control room and races to his office while Ben coming in, kicks a HYDRA guard in the gut and making him plunge off the rail. Ben looks down and looks forward above the research lab. He then takes off to find Kevin while drawing a pistol out.

While back outside, the fight continues as the resistance forces subdue the threats. Helen shoots a soldier by obliterating him with the power weapon while took the other one out by burning him with his fire. They both continue to move forward.

"Keep moving! Grab those grenades!" The resistance fighters grab their grenades and toss them over to explode on the HYDRA attackers.

Back in the base, Vilgax reclaims the Tesseract within the container while the base is still rigged to blow.

While that happens, Animo is in his office packing his bag with any useful projects and leaves the office. He turns right to see Ben walking down the hall, and fearfully runs off to the left as Ben runs after him but stops right at his doorway. He then hears Kevin groaning inside the office. He moves in closer to hear Kevin moaning and talking. He runs in and finds Kevin on a gunnery.

"Kevin?" Ben said and Kevin looks up to see Ben, his eyes stare at how huge he has become.

"Oh, my God." Kevin exclaimed.

Ben unstraps Kevin from the gunnery as Kevin's eyes are still in transfix. "Is that..." Kevin wanted to ask.

"It's me." Ben assured him. "It's Ben."

"Ben?" Kevin groggily asked. "Ben."

"Come on!"

Ben helps Kevin off the bed and onto his feet. Kevin was absolutely thrilled to see Ben here as he pats his back. "I thought you were dead."

"I thought you were smaller." Kevin retorted.

More gunshots are heard as Ben and Kevin quickly try to leave. But Ben looks at a map on the wall, displaying HYDRA bases and leaves with Kevin.

"Come on!" They head down the stairs while Ben holds Kevin as they leave.

"What happened to you?" Kevin asked.

"I joined the Army."

Back outside, the tank was about to drive up at the entrance of the base white they keep trying to fire at it with bullets. But Pierce blows up the tower and the fence, causing most guards to lose their footing.

"Did it hurt?" Kevin asked Ben while they were walking down the hall.

"A little." Ben responded.

"Is it permanent?" He is referring to the serum.

"So far."

The tank then exits out of the base along with Helen, Alan and the rest of the resistance, while the base's self destruct countdown reaches zero. The base then explodes, the entire research lab explodes as Ben and Kevin entered. He sees the entire base going up into the flames and he and Kevin move up to higher ground before the catwalk collapses. As he and Kevin reach the top they are greeted by Vilgax and Animo.

"Ultimate Ben!" Vilgax greeted him calmly as the two stared. "How exciting!" He hands Animo the Tesseract inside a container. "I am a great fan of your films!" He says while coming up the stand point of the catwalk. Ben glares at Vilgax and walks up as well. "So... Dr. Erskine managed it after all. Not exactly an improvement, but still, impressive."

Ben the quickly laid a punch on Vilgax's face as it starts to tear off of him.

"You've got no ide." He told him.

Vilgax then looked up and showed Ben a little red coming his eye. "Haven't I?" He then makes a punch on Ben's shield and made a dent in it. Ben was shocked and tried getting his gun out but Vilgax punches him again and the gun falls out of his hand and down into the flames. Vilgax walks up to Ben but he kicks him way back from him. Animo then separates the catwalks from Ben and Vilgax as he got up. "No matter what lies Erskine told you, you see, I was his greatest success!" Vilgax then begins removing his facemask to Ben, who becomes transfixed by this. Vilgax's tentacles show up on his chin and as he removes his facemask he has a red face with blue eyes. 'The Red Squid.'

"You don't have one of those, do you?" Kevin asked Ben jokingly.

"You are deluded, Captain." Vilgax said to Ben. "You pretend to be a simple soldier, but in reality, you are just afraid to admit that we have left humanity behind." He tosses his facemask into the fires. He then begins to leave in an elevator. "Unlike you, I embrace it proudly. Without fear."

"Then how come you're running?" Ben questioned angrily and Vilgax and Animo disappear in the elevator.

More explosions occur in the lab and Ben and Kevin must quickly get out before it blows up. Ben looked up to see another exit pass the other catwalk on top.

"Come on, let's go. Up!" Ben said to Kevin and they move up floors.

In the elevator, Animo questions the Red Squid. "Sir? Are we going to the roof?"

The doors open to reveal a one man only escape shuttle. Animo looks back at Vilgax. "But what about me? Where will I sit?"

Vilgax gives Animo some car keys. "You humans figure it out." Vilgax said to him before walking up to the shuttle. And the elevator closes with Animo still inside.

Ben and Kevin made it to the top. They find out that the only way to get to the door on the other side of the burning ravine is to cross the beam which is beginning to be unstable.

Animo appears in the garage and runs up to a car. He throws his bags into the car and opens his door. While Vilgax starts his shuttle. Animoe starts his vehicle and drives out of the base while Vilgax escapes via a helicopter like shuttle.

The base was just on the brink of being destroyed as Ben and Kevin looked onward.

"Let's go. One at a time."

Kevin climbed over the rails and balances on the beam so he could make it across. He slowly crosses the beam while the explosions continue, but just before he could step down more, the beam breaks off a bolt and Kevin nearly slipped. He quickly jumps over to the rail just as the beam detaches and plummets into the fire. Kevin climbed over while Ben becomes more horrified about the situation. Kevin looked around him.

"There's gotta be a rope of something!" He screamed to Ben.

"Just go! Get out of here!"

"NO! NOT WITHOUT YOU!"

Ben looks to no end for this. "Hell..." He then pushes the rail piece all the way out to make room. Ben then walked back to the end of the catwalk, ready to make a jump while Kevin watches. Ben pauses for one moment and then he rushes over to the end of the catwalk and makes a great leap over the ravine just before the final explosion could consume him.

* * *

Back at the army camp, Colonel Max Philips reads out a few cards while a soldier types it on a typewriter to send. "Senator Brandt, I regret to report that Captain Benjamin K. Tennyson went missing behind enemy lines on the third. Aerial reconnaissance has proven unfruitful. As a result, I must declare Captain Tennyson... killed in action. Period." He says just as Julie Carter entered the tent.

Max watches her come in and she hands him a list. "The last surveillance flight is back." Julie told him as he looked at it. "No sign of activity."

"Go get a cup of coffee, Corporal." Max said.

"Yes sir." The man on the typewriter gets up and leaves.

Max paces over to wonder. "Can't touch Wakeman. She's rich and she's the Army's number one weapons contractor." Looks back to Julie. "You are neither one."

"With respect, sir, I don't regret my actions. And I don't think Captain Tennyson did, either."

"What makes you think I give a damn about your opinions? I took a chance with you, Agent Carter. And now America's golden boy and a lot of other good men are dead 'cause you had a crush."

"It wasn't that. I had faith."

"Well, I hope that's a big comfort to you when they shut this division down."

Just then, Max begins to notice the soldiers running by the field.

"What the hell's going on out there?"

Max and Julie see the soldiers running by and follow them.

Max, Julie and all the other soldiers gather around as they look with their own eyes, Ben Tennyson coming up to the camp entrance with the rescued prisoners and Kevin. Many of the prisoners walk by the gawking soldiers as they stood there in awe. Ben and his parade of rescued men walk by hundreds of soldiers who clap, smile and cheer on for Ben's courageous effort. Ben and Kevin looked to each other as the soldiers cheer. The other soldiers, including Cash, come out of their tents to see what Ben had done. Ben continued to walk down the path of cheering soldiers as Max walked up to Ben.

Ben saluted to Max as he looks on with an amazement look on his face. "Some of these men need medical attention." He told Max as he looked at some of the injured soldiers. "I'd like to surrender myself for disciplinary action."

"That won't be necessary." Max said and smiled at Ben.

"Yes, sir." Ben responds.

Max then looked at Julie. "Faith, huh?" And walked off.

Julie then walked up to Ben with a distinct look. "You're late." She said to him.

Ben then showed her the communicator she gave him as it is now destroyed. "Couldn't call my ride." He remarked.

Julie then smiled while Kevin gets the crowd's attention. "Hey! Let's hear it for ULTIMATE BEN!"

The entire crowd of soldiers cheer on for Ben's heroic feat while Julie continues to smile at him. Ben smiles around everyone who cheer on his name and praise him.

* * *

Brandt is on stage at a ceremony, holding a medal in his hand while the army generals listen.

"I am honored to present this medal for valor to my personal friend, Ultimate Ben!" Brandt held his hand out to the curtain but no one comes out. "Ultimate Ben?" The crowd watches in a slight of confusion. Brandt looks back. "Captain, that's your cue!"

Just then another agent walks in and speaks into his ear. An old army general, who thinks he's Ultimate Ben then whispers to the other guy next to him. "I thought he'd be taller." The guy next to him looks with a weird look.

* * *

**End of chapter.**


	3. Casualty of War

**Ultimate Ben: The First Avenger**

**Chapter 3: Casualty of War**

* * *

Over in London, underground of town. The army has formed a secret underground base to plan their next attack, with Captain Ben lining down the defenses.

"The fifth one was here in Poland, right near the Baltic. And the sixth one was about here, 30, 40 miles west of the Maginot Line."

He explained to Julie as the major takes the map off the table when he was done. "I just got a quick look." He said.

"Well, nobody's perfect." Julie says and she walks off.

Ben then displays his work to Max Phillips. "These are the weapon factories we know about. Sergeant Levin said that HYDRA shipped all the parts to another facility that isn't on this map."

"Agent Carter, coordinate with MI6." Max ordered as Julie followed. "I want every Allied eyeball looking for that main HYDRA base."

"What about us?" Julie asks and Max faced her.

"We are going to set a fire under Vilgax's ass." Max said and takes some paperwork. "What do you say, Tennyson? It's your map. You think you can wipe HYDRA off it?"

"Yes, sir. I'll need a team." Ben responded.

"We're already putting together the best men."

"With all due respect, sir, so am I." Ben retorted.

* * *

Cut to Ben, having a talk with Sandy Cheeks, Manny, Helen, Alan and Pierce, the aliens and the squirrel he saved back at the HYDRA base. Sandy puts down a mug and looks to Ben. "So, let me get this straight; you want me to fight in your team? All of us?"

"We barely got out of there alive, and you want us to go back?" Manny asked.

Ben paused and replied. "Pretty much."

"Well, it's sounds rather... fun, actually." Pierce said. "Alan?"

"*burp* Hell yeah." Alan said.

"It is quite dangerous. But since you helped us all back there, I'm willing to pay the debt. I owe you my life, Captain." Helen accepts.

"That's my girl." Manny said to her and looks to Ben. "Count me in too, I don't mind blowing things up."

Ben looks to Sandy now. "Aw, shucks! I'll always fight! Don't you worry, Cap, I'll fight for the rest of the team. But ya gotta do one thing for me." She chugs down her drink.

"What's that?" Ben asked as Sandy slammed her glass back down on the table.

"Open a tab."

Ben and the others laugh. Ben then gets some more drinks at the bar. "Well, that was easy." Sandy remarked.

"Another round." Ben said to the bartender.

"Where are they putting all this stuff? He asked.

The man on the piano plays a tune while Ben walked over to Kevin drinking away. "See? I told you." Kevin said to Ben as he sat with him.

"They're all idiots." Kevin drank up on his scotch.

"How about you?" Ben asks. "You ready to follow Ultimate Ben into the jaws of death?"

"Hell no." Kevin answered. "That little guy from Bellwood who was too dumb not to run away from a fight." He looks at Ben and chuckles. "I'm following him." Kevin drinks up more. "But you're keeping the outfit, right?"

Ben then looks behind him to see a poster of himself in that crappy looking costume. "You know what? It's kind of growing on me."

The gang was singing to the song until they, Kevin and Ben saw Julie coming in with a red dress on. She goes up to Ben. "Captain."

"Agent Carter." Ben greeted.

She then looks at the nervous Kevin. "Ma'am." Julie then looks at Ben.

"Nora has some equipment for you to try. Tomorrow morning?"

"Sounds good." Ben replied.

Julie then looks at the boys as they give out awkward looks to each other.

"I see your top squad is prepping for duty." Julie referred to Ben's new team.

"You don't like music?" Kevin asked.

"I do, actually." Julie replied and continued to look at Ben. "I might even, when this is all over, go dancing."

"Then what are we waiting for?" Kevin asked.

"The right partner." Julie said and Ben gives a confident look. "0800, Captain." Julie reminded Ben as she leaves.

"Yes, ma'am. I'll be there." Ben said as soon as she left.

Kevin looks down at himself and turns to Ben. "I'm invisible." Ben doesn't quite understand. "I'm turning into you." Kevin said as he laughed. "It's like a horrible dream."

"Don't take it so hard." Ben patted his shoulder. "Maybe she's got a friend."

* * *

Over at a research lab, Nora Wakeman takes out a piece of the Tesseract powered coupling and views it through the glass window while using automatic tools.

"Emission signature is unusual." She says. "Alpha and beta ray neutral." Her assistant looks with her. "Though I doubt Tennyson picked up on that. Seems harmless enough. Hard to see what all the fuss is about."

She moves in another hand and activates a tiny electric prod on it, and the results causes the piece to explode, shatters the glass and pushes Wakeman to the far end of the room in shock. The scientist was startled by this and helps Nora up to her feet as she lifts her head up. "Write that down!"

* * *

The next morning, Ben walks down the underground hall where he comes by a lady reading the newspaper.

"Excuse me. I'm looking for Miss Nora Wakeman." Ben asked.

"He's in with Colonel Philips." Ben sighs as the lady looks back at him twice. "Of course, you're welcome to wait."

Ben then sits by a desk as the lady folds her newspaper and talks to Ben. "I uhh..." She shows him the article. "...read about what you did."

"Oh, the... yeah." Ben replies. "Well, that's, you know. Just doing what needed to be done."

"Sounded like more than that. You saved nearly 400 men."

Ben is amazed as the lady doesn't seem so surprised. "Really, it's not a big deal."

The lady then starts flirting with Ben and walks up to him. "Tell that to their wives."

Ben crosses his arms as he becomes nervous. "I don't think they were all married."

"You're a hero."

"Well, that depends on the definition, really."

She grabs his tie. "The women of America, they owe their thanks." She pulls him up to his feet. "And seeing as they're not here..."

She pulls him to her face and kisses him. Julie then walked by and sees Ben and the lady kissing, and becomes extremely jealous and envious of Ben. She then yelled "Captain!" and Ben releases himself from the lady's lips to see Julie. "We're ready for you, if you're not otherwise occupied." She then walks back and Ben follows her to try to explain.

"Agent Carter, wait." Ben called out.

"Looks like finding a partner wasn't that hard after all."

"Julie, that's not what you thought it was."

"I don't think anything, Captain, not one thing." Julie said as she and Ben continued to walked to the lab. "You always wanted to be a soldier, and now you are, just like all the rest."

"Look, it wasn't like that. I just... felt like... this is all... way to fast for me." Ben struggled with words as Julie looked back to Ben. "You like... astronomy?" He asked as he smiles sheepishly.

Julie rolled her eyes and moved on. "You still don't know a bloody thing about women."

Ben watches her walk off with a shock expression.

Ben then walks with Nora to the weapons tech room.

"Astronomy impresses you, doesn't it, Mr. Tennyson?" Wakeman asked Ben.

"Well, sometimes. I didn't think..."

"Nor should you, sonny. The moment you think you know what's going on in a woman's head is the moment your goose is well and truly cooked. Believe me, I know well enough." Nora replied while she and Ben walked over to her table. "Me, I concentrate on work, which at the moment is about making sure you and your men do not get killed." She points to some body armor. "Carbon polymer. Should withstand your average German bayonet. Although HYDRA's not going to attack you with a pocket knife." She walks over to Ben's dented shield. "I hear you're kind of attached."

"It's handier than you might think." Ben said.

"I took the liberty of coming up with some options." Nora shows Ben an arsenal of shields. "This one's fun. She's been fitted with electrical relays that allow you to..."

Ben laid eyes on another shield below the table, one that is round and plain steel. "What about this one?" Ben reaches for it.

"No, no, that's just a prototype."

"What's it made of?"

"Vibranium." Nora said while Ben takes a look at it. "It's stronger than steel and a third the weight. Ben tries it on his arm. "It's completely vibration absorbent." Ben looks on the sides and feels it.

"How come it's not standard issue?" Ben asked.

"That's the rarest metal on Earth." Nora replied. "What you're holding there, that's all we've got."

Julie comes in. "You quite finished, Miss Wakeman? I'm sure the Captain has some unfinished business." Apparently she's still jealous.

Ben then shows her the shield. "What do you think?"

Julie then grabs a gun from the table and fired four bullets at the shield Ben is holding while he flinched in it's cover. Nora looked on in shock as Julie smiles to Ben. "Yes, I think it works." She places the gun back on the table and walks away from Ben while he gave her a astonished look. Nora then comes up to Ben as he hands her a drawing, without looking.

"I had some ideas about the uniform."

"Whatever you want, Cap." She takes the drawing.

* * *

The next day... Ben hostlers his shotgun on his bike, reloads his pistol and hostlers it and places his vibranium shield on his back. The shield is now green and black with the number '10' on it.

Ben, now in his green and black skin tight costume, breaks into a HYDRA warehouse with his commandos, Kevin, Sandy, Manny, Helen, Pierce and Alan, and fires his pistol at the soldiers while the other team members do the same as they shoot up the place.

Ben uses his shield to combat the soldiers in close quarters. He bashes a guard to the ground and slams another one in the face. While the commandos storm out firing their weapons and Ben escaping the explosion on his motorbike. Ben looks behind him to see the warehouse crumble to the ground and smirks. While at night, Vilgax drove by and saw the wreckage in rage.

The team successfully took down the base and the colonel takes it off the map while Julie puts the flag into the box with the others.

Ben and his team of soldiers then find themselves in a winter woodland. Ben signals in his squad to move forward while walking along the plain. Ben then turns around and spots a sniper on the trees. He hurls his shield out like a disk and hits the sniper out of the tree. The shield comes back to Ben like a boomerang and places it back on his arm.

They then storm another HYDRA camp while Ben runs to them, blocking bullets with his shield, Sandy firing her shotgun and Pierce firing his MG.

Else where, Alan signals the team that a HYDRA truck is coming by whistling. Ben and the others watch as Helen quietly sneaks over to the road and lies on his back just as the tank passes by and sticks the bomb underneath it. She gets back up and watches the bomb detonate and destroys the truck. Helen looks back at the group while Sandy giggles.

In a movie theater, Max Phillips and Julie Carter watch the film reel of Ben and his squads adventures. The squad then listens in on Ben's strategies while holding onto a compass with Julie's face on it. Max looks back at Julie as she smiles, giving up on her envy towards him.

Later on, Ben investigates a destroyed aircraft, when a HYDRA sniper pops out ready to fire but Kevin and his sniper rifle he took him out and reloads a shot. Ben then thanks him by doing a gesture.

Another HYDRA taken.

Ben does many feats on his journey. Jumping high through the air, taking down many HYDRA officers and throwing his shield. He then jumps on top of a giant tank and destroys the lock on the hatch with his shield. He pulls out a HYDRA lieutenant and tosses him out onto the ground. Kevin then passes a bomb up to Ben and he chucks it down inside the tank. He closes the hatch and makes a jump from the tank as it explodes and goes up in flames. Ultimate Ben smiled as he lands back on ground.

Later on... Vilgax yells at Animo's face. "YOU ARE FAILING!" He screamed in utter rage. "We are close to an offensive that will shake the planet, yet we are continually delayed because you cannot outwit a filthy human with a shield!"

Vilgax walks around the destroyed area as Animo tries to talk with him. "This is hardly my area of expertise. I merely developed the weapons. I cannot fire them."

Vilgax becomes serious. "Finish your mission, Doctor, before the American finishes his."

"Master!" His soldiers called as they found an injured man and brought him to him.

"I'm sorry, Master Vilgax. We fought to the last man." He said.

Vilgax then draws out his blue powered weapon and aimed it at the man. "Evidently not." And vaporizes him.

* * *

Somewhere in the snowy regions of Germany, Ultimate Ben and his squad keep a lookout for any HYDRA readings. Pierce looks through his binoculars while Manny and the team try to get a connection to a HYDRA radio. Kevin walks up to Ben as he stands on the cliff's edge.

"Remember when I made you ride the Cyclone at Coney Island?" Kevin asked.

"Yeah, and I threw up?" Ben remembers.

"This isn't payback, is it?"

"Now why would I do that?" Referring to the line wire above them that are attached to the tracks below.

Manny then briefs them. "We were right." Ben and Kevin look towards him. "Dr. Animo's on the train. HYDRA dispatcher gave him permission to open up the throttle. Wherever he's going, they must need him bad."

Ben then places his helmet on to get ready. Pierce looked through again to see a HYDRA train coming by. "Let's get going! They're moving at high speed!"

Ben places his safety hook on the line. "We only got about a 10-second window." He tells them. "You miss that window, we're bugs on a windshield."

"Mind the gap." Pierce joked.

"C'mon, soldiers. Let's put a hustle in our boots!" Said Sandy.

Ben gets ready to slide down and goes by Pierce's signal. Ben slides down the line, followed by Kevin, Manny and Sandy as they slide down the line as well. Ben and his team drop down on the train as it speeds down the track and dozens of snow flakes flying through them. Ben, Kevin, Manny and Sandy make their way over the train until they reach a ladder that Ben, Kevin and Sandy go down, while Manny loads his weapon and goes over to the bridge.

Ben, Kevin and Sandy entered inside the HYDRA train while Kevin closes the door behind him. Ben and the others then started to walk forward into the train, looking at containers filled with weapons perhaps. Kevin kept his guard up with his SMG and so did Sandy. When Ben neared the door to the other room, he paused for a moment and looked behind him. He walks straight through the door as Kevin and Sandy followed, however the doors shut and lock Ben out from Kevin and Sandy. Ben becomes shock while Kevin and Sandy looked behind them to see that are being jumped by four soldiers as they fire their weapons at them. Kevin fires his bullets at the soldiers while Sandy just simply ran up to them and karate kicks one of them in the face, while in mid-air she fired her pistol at another soldier. The third soldier however shot Sandy's arm and it bleeds. She screamed in pain and shot the soldier dead, while the last soldier fires at Kevin who laid behind cover while trying to shoot him.

Ben watches this but then turns behind him to see another HYDRA sentry, firing off a blast weapon at him but he dodges and heads for cover. Ben gets out of cover and fires his pistol at the sentry's armor but gets back to cover when he fired again. Animo watches this on his screen and speaks through the speakers. "Stop him! Fire again!" He ordered the sentry.

Kevin has a bit of trouble trying to take out the guard in front of him while Sandy slowly gets up.

Ben fired his pistol at the sentry again but hides from fire again. Ben then ran up to a rail line above him and rides to the sentry with it, blocking his next fire with his shield and kicking him down. He then slams the side of his shield down on him, knocking him out. Ben then grabs his weapon and fires at the door, blasting it open and runs over to it. Animo watches in astonishment. Ben then peaked out the window that Kevin has ran out of ammo and Sandy passes out on the ground again due to blood loss. Ben then hits the switch and hands Kevin an extra gun. When Kevin caught it, Ben ran in and knocked a container over to the soldier with his shield but dodges, thus giving Kevin the opportunity to shoot him dead.

After dealing with them, Ben and Kevin lowered their guard and walks over to him.

"I had him on the ropes." Kevin said.

"I know you did." Ben replied.

But then the sentry comes up to the door and prepares to fire and Ben again. Ben notices and yells Kevin to "GET DOWN!" and covers himself and Kevin with his shield as the blast caused a hole to burst in the train. "Fire again." Animo ordered as Kevin grabs Ben's shield while he is down. "Kill him! Now!" Kevin then fired his pistol at the sentry but he fires another blast, which Kevin deflected with the shield but gets flown out of the train. Ben watched in horror and quickly reclaims his shield. He throws it at the sentry before he could attack again, knocking him out again.

Ben took his helmet off and screamed Kevin's name as he sees him clinging on a ruined pipe of the train. Ben then tried to climb over to his aid as he held on. "HANG ON!" Ben screamed again as he moved closer. He then held his hand out. "GRAB MY HAND!" Kevin tried to reach Ben's hand but the pipe was about to come off. "NO!" And just then the pipe breaks off and Kevin screams as he plummets down the mountain to his death. Ben watched in horror as Kevin fell and after that, there was no sign of him at all. Ben then mourned Kevin's death and bobs his head down in guilt.

Manny then broke into the bridge control system where Animo is and aimed his four guns at him. Animo was scared at the sight of him as he proceeds to take him in.

* * *

Over at an isolation facility in London, Animo is escorted to an interrogation cell by a guard as he hands him back his glasses. He puts them on as the guard closed the door. Animo wanders around the room aimlessly until someone arrives. He spots a bit of blood on the floor, probably during another interrogation. Just then, Colonel Max enters the room with a dinner tray in his hands. He walks up to the table as Animo looked.

"Sit down." He said, placing the food on the table. He's serving him steak and potatoes with broccoli and milk. Animo sat down on opposite end of the table, where Max is and looks at the meat.

"What is this?" Animo asked.

"Steak." Max answered.

"What is in it?" Animo asked with caution.

"Cow." Max sits down and talks.. "Doctor, do you realize how difficult it is to get ahold of a prime cut like that out here?"

"I don't eat meat."

"Why not?"

"It disagrees with me."

"How about cyanide? Does that give you the rumbly tummy, too?" Max then rotates the tray around to him. "Every HYDRA agent that we've tried to take alive has crunched a little pill before we can stop him. But not you." He starts cutting up his steak. "So, here is my brilliant theory." He eats a piece of steak. "You want to live."

"You're trying to intimidate me, Colonel."

"I brought you dinner." He then passes to Animo a piece of paper for him to read.

"'Given the valuable information he has provided and in exchange for his full cooperation, Dr. Animo is being remanded to Switzerland'?"

Max salts his steak. "I sent that message to Washington this morning, of course it was encoded. You guys haven't broken those codes, have you? That would be awkward." He eats a potato.

"Vilgax will know this is a lie."

"He's going to kill you anyway, Doc. You're a liability. You know more about Vilgax than anyone. 'The first human ally for the dreaded alien Lord Vilgax'. And... the last guy you cost us was Captain Tennyson's closest friend, so I wouldn't count on the very best of protection. It's you or Vilgax. It's just the hand you've been dealt."

Animo then gains a sinister look and speaks. "Vilgax believes he walks in the footsteps of the gods."

"Hm." Max cared less as he chews.

"Only the world itself will satisfy him."

"You do realize that's nuts, don't you?" Max asked.

"What?" Animo looks with sarcastic shock. "The sanity of the plan is of no consequence."

"Then why is that?"

"Because he can do it!"

"What's his target."

"Vilgax is an alien, Colonel. Aliens tend to destroy everything in it's path." Animo hinted him.

Max stopped chewing and sits there transfixed.

* * *

Over at the castle hanger, a group of HYDRA soldiers stand around the giant alien space jet called the Valkyrie, capable of destroying the entire world. Vilgax comes walking in with his army all assembled and announces them.

"Tomorrow, my minions... HYDRA will stand master of the world, borne to victory on the wings of the Valkyrie. Our enemies' weapons will be powerless against us. If they shoot down one plane, hundreds more will rain fire upon them!" He reaches down a glass of blue liquid. "If they cut off one head..." He takes a gulp of his drink. "...two more shall take its place." He looks to his armed and ready soldiers. "Soon, the universe will be ours!" He then held his drink up to his men. "Hail HYDRA."

The Space Nazis then chant "HAIL HYDRA!" while Vilgax turned around to see a million more HYDRA soldiers standing behind him and they chant the HYDRA name. Ready for the final phase of Vilgax's plan.

"HAIL HYDRA!"

"HAIL HYDRA!"

"HAIL HYDRA!"

"HAIL HYDRA!"

"HAIL HYDRA!"

"HAIL HYDRA!"

* * *

**End of chapter.**


	4. Go Get Him, Tiger

**Ultimate Ben: The First Avenger**

**Chapter 4: Go Get Him, Tiger!**

Julie Carter walked in to the ruined part of London and enters a destroyed bar. Julie looked around for a moment and then hears someone in another room. Julie walked forward while acting a bit curious and finds Ben inside the bar, drowning his sorrows as he was still in grief of Kevin's death. Ben turns his head and sees Julie behind him. Ben then looked back at his drinks and pours himself another round.

"Dr. Erskine said that the serum wouldn't just affect my muscles, it would affect my cells." Ben said to Julie who watches him as he puts the bottle down. "Create a protective system of regeneration and healing. Which means... I can't get drunk. Did you know that?"

"Your metabolism burns four times faster than the average person. Although the alien serum doesn't give you superpowers like laser beams or super speed or curl up into a rolling ball. It just houses some particles of those particular aliens that could make a human feel the same way. But, no... you can't get drunk." Julie sat down. "Dr. Erskine thought it could be one of the side effects." Ben continues to mourn anyway and Julie comforts him with words. "It wasn't your fault."

"Did you read the report?" Ben asked.

"Yes."

"*sob* Then you know that's not true."

"You did everything you could." Julie then asks another question. "Did you believe in your friend?" Ben listens. "Did you respect him? Then stop blaming yourself. Allow Levin the dignity of his choice. He damn well must have thought you were worth it. A good man once said..."

"Everything happens for a reason." Both Julie and Ben said in unison. Julie is surprised Ben understands that.

"I'm going after Vilgax." Ben said in determination. "I'm not gonna stop until all of HYDRA is dead or captured."

"You won't be alone." Julie assures him.

* * *

Back in the London Underground, Max briefs the team. "Vilgax, that scumbag, belongs in a bughouse. He think's he's a god, and he's willing to blow up half the world to prove it, starting with the USA."

Nora walks in. "Vilgax's working with powers beyond our capabilities." She sat down. "He gets across the Atlantic, he will wipe out the entire Eastern Seaboard in an hour."

Julie saw Ben reading the report and puts it down.

"How much time do we got?" Manny asked.

"According to my new best friend, under 24 hours." Max said.

"Where is he now?" Helen asked.

"HYDRA's last base is here." Max points at a photo. "In the Alps, 500 feet below the surface." Alan looks at the photo.

Sandy, who had recovered from her injury, glares. "We gotta get to that base and take out every last one of them!"

"How are we going to that?" Alan asked. "I mean, it's not like we can just knock on the front door."

"Why not?" Everyone looks at Ben. "That's exactly what we're going to do." Ben looked up with valor.

* * *

Over at the Alps, Ben, back in costume, starts up his motorbike and speeds down through the woods. Ben glared forward as he rides through the forest. Just then while he rides, HYDRA soldiers chase him on their hoverbikes. They fire blue blasts from their weapons at him, but Ben has the shield on his back and they deflect. They continue to chase him through the woods, while Ben presses some buttons on his bike. He releases a wire that shoots at both ways and lined up in a tree. Four soldiers duck under it but the other two weren't so fortunate. Ben then activates his jet fumes and shoots out flames at the soldiers from behind. The flames only took out two more HYDRA soldiers, one burning to death and the other got knocked off his bike while screaming. Ben looked to his left to see two of the HYDRA bikers coming in to flank him and get in front of him. Ben glares once more and speeds up, grabbing the grenade pin from one of the soldiers and speeding off. The explosion takes out the last two soldiers.

Ben then sees in front of him the main HYDRA entrance, with a tank guarding the entrance. Ben puts his shield out in front of his bike as it shoots off blue blasts at him but they miss Ben. Ben rides through the explosions and destroys the tank by launching heat seeking missiles at it.

Ben rides his motor bike up the ramp, jumps down on to the ground and rides his bike through the camp while HYDRA forces try to stop him. Ben then activates some buttons and jumps off his motorbike, hitting a trooper on top of a tank with his shield. Ben lands on ground and sees more HYDRA enforcers coming in on him. He throws his shield at one, knocked him down and grabs his shield from the air. The bike rides past the HYDRA agents as it impacts the doors and explode, creating an entrance.

Ben fights off an armed HYDRA enforcer, bashing him with his shield and kicking his face. He then rammed his shield at another soldier. He then jumps to another, punches his gut and uppercuts him with his shield. He knocks another to the ground and kicks him away. More enforcers come in with and Ben hurls his shield at the tank, which bounces off and hits one soldier to the ground. Ben punches another soldier and hurls him the tank as he reclaims his shield which came back to him.

But Ben's fight cuts short as two sentries with flamethrowers surround him in fire and Ben stands down. Hundreds of HYDRA soldiers come in and surround Ben with their weapons locked on him.

* * *

The Space Nazis take Ben prisoner and into Vilgax's private hall. There, they see Vilgax coming over to him.

"Arrogance may not be a uniquely American trait, but I must say, you do it better than anyone." He taunted and Ben kept his confidence and stared at Vilgax. "But... there are limits to what even you can do, Captain. Or did Erskine tell you otherwise?"

"He told me you were insane." Ben said.

"Ahh... He resented my genius and tried to deny me what was rightfully mine." Vilgax says. "But he gave you everything."

Ben did not respond.

"So... what made you so special?" Vilgax asked.

Ben chuckled. "Nothing." Vilgax looks a bit peeved. "I'm just a kid from Bellwood."

Vilgax then strikes Ben in the face two times and punches his stomach, making fall to his knees. Ben breathes heavily and then looks back at Vilgax who smiled. "I can do this all day." Ben said.

"Of course you can, of course." Vilgax replied as he pulls out his blue weapon out. "But unfortunately, I am on a tight schedule." He aims at Ben's forehead but before he could execute him, three spike lines pin the walls below the windows outside.

Vilgax and Ben looked out at the windows and sees Ben's squad sliding in and Ben looks back at Vilgax. "So am I." Ben pulls the guard holding him in front and Vilgax blasted a shot, causing the guard to obliterate.

The commandos, Manny, Pierce and Sandy came crashing through the window and shoot up the place of HYDRA soldiers and Ben fights away his captors as the Red Squid flees.

The battle inside the lab continues as Sandy fires her shotgun around. "Yippee Kai Yay!, ya varmints!" She and the commandos fire at the troopers while Pierce grabs Ben's shield and passes it to him. "Ben, you might need this!" Ben catches his shield. "Thanks." Ben said and runs out of the room and chases after Vilgax..

More HYDRA aliens move in to attack.

The infiltration squad led by Alan and Helen break in and radios in. "We're in!" Alan called to Colonel Max. "Assault team, go!"

Max hears the call out in the woods with his platoon. "MOVE OUT!" He ordered and the soldiers race up to the base with agent Julie watching.

Back in the base, the HYDRA enforcers shot their beams and bullets at the soldiers coming in and retreat as they rush in, firing their weapons.

Back outside, the soldiers move in towards the base while more soldiers continue to be obliterated by beams or shot down.

Inside, Sandy and her squad shoot down the troopers with their own high powered weapons, vaporizing them.

Outside, the army charged up at the base while few more were getting vaporized by the guns. Agent Julie Carter runs with the team as they pushes back more of the HYDRA movement while they still continue to fire more beams at them. Just then, many explosions occur around the base, killing many aliens in its radius.

The outside squad breaches the doors and Vilgax stops to notice. More soldiers come running out but Vilgax grabs a powered weapon and fires beams at the soldiers to push them back, but in his own rage he growls and runs off with the weapon in hand.

On the other side of the base, more HYDRA soldiers come in to fight. "Cut off one head, two more shall..." but the soldier gets shot by a shotgun from Max Phillips and the others shot down by his squad. Max reloads and remarks. "Let's go find two more!"

Vilgax then sees Ultimate Ben catching up to him but he fires his pistol blaster to push him back but Ben deflected it. Ben then tosses his shield to the walls which bounces off and gets stuck between two closing doors. Ben tries to go and reclaim it but another sentry blocks his path and fires off his flamethrowers at him. Ben gets behind cover while the sentry tries to burn him with his flames. But Julie comes in and fires off her SMG at his tanks which explodes and the sentry falls to the ground, burning to death. The squad then moves in as Ben and Julie come up to each other.

"You're late." Ben told her.

Ben comes close to her but Julie reminds him. "Weren't you about to...?"

"Right." He goes over to the doors and takes his shield back, enters through and doors close with Julie watching him go in wonder and worry.

In the hanger, Vilgax climbs the ladder up to the Valkyrie about to launch his plan, along with other HYDRA soldiers but the army shoots them down but Vilgax got inside.

Inside, Vilgax walks over to the machine with the Tesseract and locks inside the containment. He then got on his chair and prepares to take off with the Valkyrie. He activates the controls and radar system. He uses the Valkyries's automatic targeting systems and his first target to hit is Megaville. Vilgax with a glare on his face turns the engine on and fumes began to spew from the jet. The jet turns at a 90 degree angle and faced the long runway as it begins speeding down.

Ben comes in and sees the Valkyrie taking off while the battle with the army and HYDRA continues to escalate.

Ben then runs up ahead, knocking down a few HYDRA troopers in his path and jumping up to a crate and making a leap to a chain. He swings across the chain underneath the battling armies and rolls onto the ground and picks up his speed. Ben tried to sprint as fast as he could after the Valkyrie but sadly he wasn't fast enough to catch up and was about to give up. Suddenly, Max and Julie come up to Ben in one of Vilgax's hovercars and he looks to them. "GET IN!" Max yelled and Ben hops in.

Max drives off after the Valkyrie before it can leave the hanger. Vilgax spots them speeding up to him and glares once more. He speeds up the jet and opens the hanger doors. Just when they can't get any closer to the jet, Max hits a turbo button and the car's exhausts burst with nitro flame. The car manages to get close to the plane. Ben prepares to jump off the car and onto the Valkyries' tire legs.

"Keep it steady!" He yelled through the wind.

"Wait!" Julie stopped Ben and he looked to her. She pulls him up to her face and two share a kiss together. When they let go, Ben was amazed and Julie smiles. "Go get him, tiger."

Ben smiled and looked back with bravery. Max looks at Ben. "I'm not kissing you!"

Ben then once again prepares to jump off the car to reach the wheels. They pass right under the spinning blades and Vilgax clinched his teeth in anger. Once the car gets close enough Ben leaps off and grabs onto the tires just as Vilgax lifts off into the air at the end of the runway. Max tries to pull the car over but due to the massive speed the car takes time to come to a complete halt, and luckily it does, just before they were about to plunge down the cliff. Julie looks back to see Ben on the tires and stares in awe and more worry. Max does the same as he wishes Ben to succeed. The plane flies over the mountains as the tires begin to pull in. Ben holds on tight as the tires reenter the docking system.

* * *

As the tires reemerge in the docking bay of the ship, Ben jumps off the tires and vaults over the rails to the catwalk. He walks in a quiet fashion to look around the docking area. To his horror, he sees bombs with cities marked down on them. Boston, Chicago, Endsville, Amity Park, Dimsdale, Townsville and the an even bigger bomb for Megaville. Ben looked on with shock, seeing that all of these bombs are saved for each town to blow up when they reach it. It was then Ben knew Vilgax had to be stopped. But Ben then hears HYDRA troopers closing in on his location. Ben then came down on one of them with a kick and the others spot him.

Ben engages with them while one of them sports a knife. He rushes up to him to try and slash him but Ben dodges, breaks his arm and kicks down one attacker to the ground. The other attacker tried to flee but Ben grabbed the knife and throws it at the Nazi as he falls down on the bomb. Ben fights off one of the Nazis in combat but the other walked over to the bomb and tries to gets inside it. But Ben uses the control panel and unlocks the hatch with the bomb plummeting down, as well as the guard who screams down to his death. Ben then fights off two Nazis as they throw punches that Ben dodges and he throws punches at them. Ben then tosses one of the Nazis down the hatch and down to the sky, screaming. While Ben turns back to see one of the Nazis getting inside the bomb and prepares to take off. Ben runs over to the bomb and tries to break him out of the with the shield, but another Nazi comes in and tackles Ben, causing him to drop his shield and fight each other on top of the bomb. The Nazi pulls the drop switch and the hanger releases the bomb as it falls into the sky.

While the bomb falls, Ben struggles with his attacker as he tried to grab him. Just then the bomb deployed wings and a propeller and proceeds to fly through the skies. The Nazi tried to shake Ben off by tilting the bomb sideways but then tried aiming the bomb downwards, causing Ben and his attacker to slip off but held. The Nazi then steers the bomb upwards while Ben held onto the wing, but his attacker falls into the propeller and is shredded to pieces. The bomb continues flying upwards while a blood trail leaves behind. Ben climbed over to the cockpit, opens the window and pulls out an ejector chute, causing the Nazi to fly out on his seat and plummets out of the skies.

Ben takes control of the bomb and after the Valkyrie. Ben glares as he flies in front of the Valkyrie. Vilgax sees him in the sky and plans to shoot him down. He activates some outside turrets that shoot blasts of blue energy at it. Ben dodges the blue beams that flew up at him as he circles the Valkyrie. The bomb's wing then gets hit and Ben tries to fly it back into the hanger which he does so, but his halt comes crashing through the pillars as it stops. Ben emerges out of the bomb unharmed, reclaimed his shield and walks into the room where Vilgax is.

Ben opens the door into Vilgax's pilot room and peeks through to see if he's there. He sees that he is nowhere to be seen. Ben keeps his guard up as he slowly walks through the chambers of Vilgax's ship. He walks past the Tesseract and over to the pilot's seat to find Vilgax is not there. Vilgax suddenly then appears behind him and shoots a blast of his weapon. Ben turns back in time and blocks it with his shield. Vilgax reloads his weapon as he taunts.

"You don't give up, do you?" Vilgax said.

"NOPE!" Ben said back as he charged right up to him, deflecting every blast Vilgax shoots him with. Ben reaches up to him and knocks his weapon off and gives him a beating. Ben swings his shield forward but Vilgax dodges and strikes more blows into Ben. He throws him to the ground and kicks him. Ben blocks his second kick and gets back up and pushes him up to the rail, but Red Squid punches his face and Ben falls to the ground. Ben then slams his face with a piece of equipment and pulls him up. Ben then puts Vilgax into a chokehold but as they struggle they roll over to the Tesseract machine and breaks hold of himself. Ben grabs his shield but Vilgax punches Ben's stomach, taking his shield and slams him in the face with it. He then pins him down but Ben head-butts him and takes his shield. Ben then shoves Red Squid with his shield over to the control dash board, destroying it and Vilgax pushes him off. The Valkyries then begins losing altitude and plummets down to the ground, forcing Ben and Vilgax up to the roof as it descends. Ben and Vilgax struggle with each other as the suspense continues while the ship continues plummeting down to Earth. Vilgax kicks Ben far away from him and climbs down to the control panel. Vilgax brings the ship back to speed by engaging auto-pilot and the plane regains it's altitude and proceeds flying to Megaville. Ben lands back on the catwalk in exhaustion while Vilgax brings out his pistol and tries to find Ben and finish him off already.

"You could have the power of the gods!" Vilgax screamed as he fires his gun at where Ben is but he dodges. "Yet you wear a flag on your chest and think you fight a battle of nations!" He fires another at Ben who dodges and ducks. "I have seen the future, Captain!" He fires another and he ducks. "THERE ARE NO FLAGS!"

Ben looks back to Vilgax and stared in anger. "NOT MY FUTURE!"

Ben then dives down avoiding another shot and grabs his shield and blocking another shot with it. Ben then throws his shield at Vilgax who gets hit and rams into the Tesseract powered reactor, causing it to malfunction. Ben watches as blue energy flies out of the Tesseract once again while Vilgax gets back up and sees all of this. "What have you done?" He asked.

He sees the Tesseract out and grabs it. "No." He holds the Tesseract in his palm and gazes upon it. The Tesseract began shooting up more blue energy as Vilgax watches and the Tesseract reveals above him the stars of space. More blue sparks shoot out and short circuit everything inside. The cube itself starts emitting a strong glow of light and Vilgax's hand starts getting consumed by it. As Vilgax watches the light viciously consume his hand and arm he screams just as the light consumes him. "AHHHHHHHHHHH!" The beam consumed him and shoots back up into the celestial regions of space. The light then explodes into a shockwave and the jet continues flying towards it's location.

Ben watched all of this as the light from the Tesseract dies out and falls down on to the ground. Ben reclaims his shield and watches the Tesseract burn through the metal and out of the sky. Ben then runs over to the control panel, takes off his helmet and takes hold of it. He looks at the radar and notices that he is close to Megaville. Ben notices that he can't stop the plane and radios the command board back at the HYDRA castle which is now taken by the US army.

"Come in. This is Captain Tennyson. Do you read me?"

"Captain Tennyson, what is your..." Alan spoke but Julie gets him out of the way and talks.

"Ben, is that you? Are you all right?" She spoke with panic.

"Julie, Vilgax is dead!"

"What about the plane?"

Ben can't stop it. "That's a little bit tougher to explain."

"Give me your coordinates. I'll find you a safe landing site."

"There's not gonna be a safe landing." Ben looked at the ship's interior loaded with bombs. "But I can try and force it down."

"I'll get Nora on the line. She'll know what to do."

"There's not enough time. This thing's moving too fast and it's heading for Megaville."

Julie hears this and Ben realizes what to do. "I got to put her in the water."

"Please, don't do this. We have time. We can work it out." Julie talked.

"Right now, I'm in the middle of nowhere. If I wait any longer, a lot of people are gonna die." The ship continues flying over the skies while Ben sheds a tear. "Julie, this is my choice. Everything happens for a reason. And this is my reason to do what's right."

Julie becomes sadden, fearing she will never see Ben again. Ben then looks down in sadness and places his locket with Julie's face on the meter. He stares at it for a moment and then begins lowering the ship's path down to the water. As Ben plunges the ship down he takes one last look at Julie's picture and talks to her again.

"Julie?"

"I'm here."

Ben sees the Arctic ice by the water. "I'm gonna need a rain check on that dance." The Valkyrie heads down to the ice.

Julie begins to tear up. "All right." She thinks. "A week, next Saturday, at the Stork Club."

"You got it."

"8 o'clock on the dot. Don't you dare be late. Understood?"

"You know, I still don't know how to dance."

Julie hesitates to respond. "I'll show you how. Just be there."

"We'll have the band play something slow." Ben has just about reached the water and is about to crash into the ice.

"I hate to step on your-" The feed from the Valkyrie is cut off as it crashed and Julie hears its static.

"Ben?" Julie calls but no answer. "Ben?" Julie starts to cry in sorrow. Max hears this and looks down in grief, knowing that Ben died. "Ben?" Julie called again but still no response. Max then leaves Julie to sob over the lost of the person she loved and died for his country.

Over at the Arctic desert, wreckage of the Valkyrie is seen and the ship has crashed. Ben probably died inside it. The Valkyrie bridge then starts to sink into the ice as the fumes die out and stays there, without any sign of life.

* * *

In the aftermath of the war, the planes fly over the city of London as they wave their flags in joy, cheering that they have won the war. Everyone rejoices to their loved ones and cheers with tears of joy.

Sandy, Alan, Pierce, Manny and Helen cling their glasses and drink in the honor of Ultimate Ben's heroic effort. "To the Captain." Pierce said and they drink up.

"Y'know? After the war, I always wanted to move away from Texas." Sandy said.

"Ah! Why don't you go live in the ocean?" Manny said to her and Sandy jabs his shoulder and laugh.

* * *

Speaking of oceans, a metal drone dives down into the ocean bed and finds the Tesseract buried in the sand.

"Ma'am." Said the scientist to Nora.

Nora Wakeman goes over to her monitor and sees that her drone has picked up the Tesseract.

"Take us to the next grid point." Nora commanded them.

"But there's no trace of wreckage." He said to her. "And the energy signature stops here."

But Nora was determine to find was left of Ben. "Just keep looking."

* * *

Back in base, Colonel Max walks over to Julie and puts down a file for her to look at and then leaves. Julie looks at the file and it reads 'CLASSIFIED'. She opens the file and finds a picture. Julie knows who is in that picture and hesitates to look at it, but she looks at it anyway. She sees the picture of Ben Tennyson before his procedure, back when he was weak.

* * *

After a while, kids on the playground reenact the many wars that Ultimate Ben done and play missions on their own.

The fanfic then goes to black.

* * *

**End of chapter.**


	5. 70 Years Later

**Ultimate Ben: The First Avenger**

**Chapter 5: 70 Years Later**

Everything was just black for a moment, then we hear faint speaking. Ben wakes up and opens his eyes slowly. Ben then hears the radio and cars beeping their horns outside. Ben hears more of the radio and then begins to realize that it is baseball game. Ben then slowly gets up while the radio continues talking about the scores of the baseball game. Ben slowly sits up on his bed and wonders what has happened. Suddenly, more talking from the radio makes Ben realize that he has seen that kind of game. His suspicion then grows. Just then, a nurse comes in to check on Ben.

"Good morning." She happily greeted him. "Or should I say afternoon?" She corrects as she walked up to Ben.

Ben then looks on with suspicion. "Where am I?" He asked.

"You're in a recovery room in Downtown, Megaville." She answers.

Ben then took a listen to the radio again.

_"The Dodgers take the lead, 8-4. Oh, Dodgers! Everyone is on their feet. What a game we have here today, folks. What a game, indeed."_

Ben looked back at the nurse. "Where am I really?"

The nurse pretends to laugh. "I'm afraid I don't understand."

"The game." Ben referred to the radio. "It's from May 1941. I know, 'cause I was there." The nurse then looks with inside horror as Ben slowly got up off the bed and walked towards her. "Now, I'm gonna ask you again. Where am I?" Ben threatened her.

The nurse pushes a button and doors slowly open behind her. "Captain Tennyson..."

"Who are you?" Ben threatened again and just then two SHIELD agents walk in to restrain Ben but he throws the two guards out through the wall. Which happens to be a set. Ben looks around to see it was set up and then takes off out of the stage room.

"Captain Tennyson, wait!" Called the nurse as Ben ran off. "All agents, code 13!" She radioed in as more SHIELD agents rush by her to chase Ben. "I repeat. All agents, code 13!"

Ben runs into a hallway and sees a lot of agents walking by and then runs out of the building with them chasing from behind. He manages to push them out of his way and runs outside.

Ben races out and sees modern day cars driving by and runs on the road. Ben runs to the center of Megaville and finds himself in modern day Times Square. Ben looks on in horror that everything changed. Everything is different and everyone is different. He looks at the modern day buildings in front of him in shock while SHIELD cars pull up around him and agents surround him. "At ease, soldier!" Ben looks back to see the SHIELD agents cover the people around him. But just then, Director William Fowler emerges from the crowd and walks up to Ben as he stands in shock.

"Look, I'm sorry about that little show back there." Fowler told him. "But, we thought it best to break it to you slowly."

"Break what?" Ben questioned again.

Fowler then tells him. "You've been asleep, Cap. For almost 70 years."

Ben then starts to breath in and out a little heavily as he tries to realize where or when he is. He is in the future. The new present. Ben almost broke down in tears but holds his confidence and looks around him. Fowler continued to stare at Ben as he is still shocked.

"Are you gonna be okay?" He asked.

"Yeah. Yeah, I just..." Ben then remembers Julie... back in the past... and utters... "I had a date..." Ben spoke for the last time as he looked onward and the fanfic ends.

* * *

**A Fanfiction written by Darkfanboy19**

**Based on the animated series "Ben 10" by Man of Action**

**Original story based on "Captain America: The First Avenger" Property of Marvel Studios**

**"Ben 10" belongs to Cartoon Network**

**Cast:**

**Ben Tennyson/Ultimate Ben as Steve Rogers/Captain America  
Vilgax/Red Squid as Johann Schmidt/Red Skull  
Julie Yamamoto/Julie Carter as Agent Peggy Carter  
Kevin Levin as James "Bucky" Barnes  
Max Tennyson/Max Phillips as Colonel Chester Phillips  
Nora Wakeman as Howard Stark  
Dr. Abraham Erskine as Himself  
Dr. Aloysius Animo as Dr. Arnim Zola  
Sandy Cheeks as Dum Dum Dugan  
Manny as Gabe Jones  
Alan as Jim Morita  
Pierce as James Falsworth  
Helen as Jacques Dernier  
Cash Murray as Gilmore Hodge  
Senator Brandt as Himself**

**and William Fowler as Nick Fury**

**A Darkfanboy Production**

**ULTIMATE BEN  
THE FIRST AVENGER**

* * *

**Thanks for reading this fanfic.**

**Now all of the Avengers are lined up and are ready to make their crossover appearance together in the next story. "PPGD's The Avengers" Be sure to read it when I put it up.**

**See ya!**

**"Ultimate Ben will return in "The Avengers"."**


	6. Secret Preview

**PPGD's The Avengers Preview**

Ben is then seen in recreation center, boxing a sandbag very hard while panting. He's in training. He then boxes the sandbag at a very fast pace, making him punch the bag off the hook and fall to the ground, dripping sand. Ben pants again.

"Trouble sleeping?" Asked Fowler as he came in to check on him.

"You here with a mission, sir?" Ben asked as he bandaged his hands.

"I am." Fowler responded.

"Trying to get me back in the world?" Ben asked again.

"**Trying to save it.**" Fowler told him.

Ben looks up at him in determination.

* * *

_**MEGAVILLE IS IN TROUBLE!**_

The city view of Megaville is seen. And SHIELD agents are walking inside control area with Fowler in charge.

_**A DARK THREAT IS AMONG US!**_

SHIELD agents were bringing in a blue unicorn with a magician's hat and cape as she smiles evilly.

_**ONLY SOME OF THE WORLD'S GREATEST SUPERHEROES...**_

A helicopter passes by. "You think you're the only hero in the world?"

_**CAN...**_

Agent Razinski is seen as the helicopter touches down.

_**SAVE...**_

A collection of familiar faces passes by.

_**THE...**_

More explosions occur and Megaville under siege.

_**DAY!**_

"Heroes..." All ten heroes look to Fowler. "...you're up." Fowler announced.

_**JENNY WAKEMAN!**_

Jenny fires her beams at an army of aliens in the skies.

_**THE POWERPUFF GIRLS!**_

Blossom and Buttercup punch and kick aliens away from each other and Bubbles shoots a beam at a flying alien riding along.

_**DEXTER!**_

Dexter holds in his hands a wrench and knocks out an enemy with it.

_**COURAGE!**_

Courage gets stressed and Hulks up, beating up aliens.

_**TWILIGHT SPARKLE!**_

Twilight conjures power with her crown and shoots an electric beam at Jenny.

_**ULTIMATE BEN!**_

Ultimate Ben fights off the blue unicorn and blocks her beam with his shield.

_**AVENGERS ASSEMBLE!**_

Hulk-Courage roars at his enemies as he stands behind him, all the other heroes as they prepare for an epic battle of a lifetime.

Jenny Wakeman,  
Ultimate Ben,  
Blossom,  
Bubbles,  
Buttercup,  
Twilight Sparkle,  
Dexter,  
Hulk-Courage,  
Kim Possible,  
Ron Stoppable.

UNITE TO FIGHT!

_**"PPGD's THE AVENGERS"**_

Jenny pats on Twilight's head. "Got a mean swing." She said as Twilight looked on at her. Twilight then shoots a magic beam with her horn. "Or... you got cool magic." Jenny corrected.

_**COMING SOON!**_


End file.
